Common use of Irrevocable Proxy Clause in Contracts

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1.

Irrevocable Proxy. The Each Stockholder hereby irrevocably grants to, and appoints, Parent Weyerhaeuser, and any designee of Parent individual designated in writing by Weyerhaeuser, and each of Parent's officersthem individually, as such Stockholder's ’s proxy and attorney, agent and proxy -in-fact (with full power of substitution substitution), for and resubstitutionin the name, to the full extent place and stead of the such Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Subject Shares of such Stockholder, or grant a consent or approvalapproval in respect of such Subject Shares, at any meeting in a manner consistent with Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger this Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Each Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of affirms that the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by irrevocable proxy set forth in this Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be 3.02 is given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant execution of the Transaction Agreement, and that such irrevocable proxy contained hereinis given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically terminate revoked, without any action by any Stockholder, upon the valid any termination of this Agreement in accordance with pursuant to Section 5.14.10.

Irrevocable Proxy. The Stockholder Each party to this Agreement hereby irrevocably grants toconstitutes and appoints the President and Treasurer of the Company, and appoints, Parent and any a designee of Parent the Selling Investors and a designee of the Noteholder Majority, and each of Parent's officersthem, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitutionsubstitution, to as the full extent proxies of the Stockholder's voting rights party with respect to the Owned Common Sharesmatters set forth herein, including without limitation, election of persons as members of the Board in accordance with Section 1 hereto, votes to increase authorized shares pursuant to Section 2 hereof and votes regarding any Sale of the Company pursuant to Section 3 hereof, and hereby authorizes each of them to represent and to vote, if and only if the party (i) fails to vote or (ii) 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 the Owned Common of such party’s Shares or grant a consent or approval, at any meeting in favor of the stockholders 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 approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Sections 2, 3 and 4 respectively, of this Agreement or to take any action reasonably necessary to effect Sections 2, 3 and 4, respectively, of this Agreement. The power of attorney granted hereunder shall authorize the President of the Company to execute and deliver the documentation referred to in Section 3.2(c) on behalf of any party failing to do so within five (5) business days of a request by the Company. Each of the proxy and power of attorney granted pursuant to this Section 5.2 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, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 6 hereof. Each party hereto hereby revokes any action and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, except as provided by written consent Section 3.2(g), unless and until this Agreement terminates or expires pursuant to Section 6 hereof, purport to grant any other proxy or power of attorney with respect to any of the stockholders Shares, deposit any of the CompanyShares into a voting trust or enter into any agreement (other than this Agreement), until arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the earlier voting of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination any of the Merger AgreementShares, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneyseach case, with respect to all any of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained set forth herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1.

Irrevocable Proxy. The If, and only if, the Stockholder fails to comply with the provisions of Section 2.01, the Stockholder hereby irrevocably grants toagrees that such failure shall result, without any further action by the Stockholder effective as of the date of such failure, in the constitution and appoints, Parent and any designee appointment of Parent and each of Parent's officers, its executive officers from and after the date of such determination until the Voting Termination Date (at which point such constitution and appointment shall automatically be revoked) as the Stockholder's attorney, agent and proxy (such constitution and appointment, the "Irrevocable Proxy"), with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote and otherwise act with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described and in the manner specified in Section 1.2 and in accordance therewith2.01. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESOF ITS SHARES IN BREACH OF THIS AGREEMENT. The Stockholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2granted, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given (and if given, shall not be effective) by the Stockholder, except as required by any letter of transmittal in connection Stockholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the Offer. The Stockholder agrees to execute any further agreement death or form reasonably necessary or appropriate to confirm and effectuate the grant incapacity of the proxy contained herein. Such proxy Stockholder and any obligation of the Stockholder under this Agreement shall automatically terminate be binding upon the valid termination heirs, personal representatives, successors and assigns of this Agreement in accordance with Section 5.1the Stockholder.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's ’s officers, as Stockholder's ’s attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's ’s voting rights with respect to the Owned Common Shares, the Owned Preferred Shares and the Beneficial Voting Rights Shares, to vote all the Owned Common Shares and the Owned Preferred Shares or grant a consent or approval, at any meeting of the stockholders of the Company (including the Company Stockholders Meeting) and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date Time (with respect to Shares) or (2) the Effective Time (with respect to Company Series D Preferred Stock) or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES OR OWNED PREFERRED SHARES OR HIS RIGHT TO VOTE THE BENEFICIAL VOTING RIGHTS SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares or the Owned Preferred Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.16.1.

Irrevocable Proxy. The Solely with respect to the matters described in Section 1.1, Stockholder hereby irrevocably grants to, and appoints, Parent and appoints Investor (or any designee nominee of Parent and each of Parent's officers, Investor) as Stockholder's attorney’s lawful agent, agent attorney and proxy with full power of substitution and resubstitution, for and in the name, place and stead of Stockholder, to the full extent of the Stockholder's ’s voting rights with respect to Stockholder’s Owned Shares (which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of Section 212 of the Owned Common Shares, Delaware General Corporation Law) to vote all Stockholder’s Owned Shares solely on the Owned Common Shares or grant a consent or approvalmatters, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Companymanner, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 1.1, and in accordance therewithherewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other any proxies and power of attorneys, with respect to all of the Owned Common Shares previously granted that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection would otherwise conflict with the Offer. The Stockholder proxy contemplated pursuant to this Section 1.2 and agrees to execute any further agreement agreement, form, notice or form other such requirement reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such Stockholder hereby acknowledges that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Amended and Restated Securities Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder hereby further acknowledges that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Stockholder hereby ratifies and confirms all things or acts that such irrevocable proxy may lawfully do or cause to be done by virtue hereof to the extent consistent with this Agreement. To the extent that Stockholder is the beneficial but not the record owner of any Owned Shares, Stockholder shall automatically terminate upon cause the valid termination record owner of this Agreement any such Owned Shares to vote and grant a proxy with respect to Owned Shares in accordance with Section 5.1the same manner as described above.

Irrevocable Proxy. The Stockholder Shareholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's ’s officers, as Stockholder's Shareholder’s attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's Shareholder’s voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders shareholders of the Company PhotoWorks and in any action by written consent of the stockholders shareholders of the CompanyPhotoWorks, until the earlier of (a)(1) the Acceptance Date acceptance of Shares pursuant to the Offer or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 1.2, and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN AND IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER SHAREHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby Shareholder revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the StockholderShareholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder Shareholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1.

Irrevocable Proxy. The (a) Stockholder hereby irrevocably grants toconstitutes and appoints Acquisition, which shall act by and appointsthrough Xxx Xxxxx and Xxxxxx Xxxxx (each, Parent and any designee a "Proxy Holder"), or either of Parent and each of Parent's officersthem, as Stockholder's attorney, agent and proxy with full power of substitution substitution, its true and resubstitution, to the full extent of the Stockholder's voting rights with respect to the Owned Common Shares, lawful proxy and attorney-in-fact to vote all the Owned Common Shares or grant a consent or approval, at any meeting (and any adjournment or postponement thereof) of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement, the Merger or any of the Company and in other transactions contemplated by the Merger Agreement, or any action by Third Party Acquisition, or to execute a written consent of the stockholders in lieu of the Companyany such meeting, until the earlier all outstanding Shares Beneficially Owned by Stockholder as of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination such meeting or written consent in favor of the approval of the Merger Agreement, on the matters described in Section 1.2 Merger and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all the other proxies and power of attorneystransactions contemplated by the Merger Agreement, with respect such modifications to all of the Owned Common Shares that Merger Agreement as the parties thereto may have heretofore been appointed make, or granted with respect to any matters covered by Section 1.2against a Third Party Acquisition, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by as the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained hereincase may be. Such proxy will be limited strictly to the power to vote the Shares in the manner set forth in the preceding sentence and shall automatically terminate upon not extend to any other matters. Without limiting the valid termination foregoing, in any such vote or other action pursuant to such proxy, the Proxy Holders shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or otherwise modify or amend the Merger Agreement to reduce the rights or benefits of this the Company or any stockholders of the Company (including Stockholder) under the Offer or the Merger Agreement in accordance with Section 5.1or to reduce the rights or obligations of Parent or Acquisition thereunder.

Irrevocable Proxy. The Subject to and to the extent permitted by the laws of the State of Texas, each Management Stockholder hereby irrevocably grants to, and appoints, appoints Parent and any designee of Parent authorized representatives and each of Parent's officers, designees thereof as Stockholder's its lawful proxy and attorney, agent and proxy -in-fact to exercise with full power of substitution in such Management Stockholder’s name and resubstitution, to the full extent of the on its behalf such Management Stockholder's voting rights with respect to the Owned Common Shares, ’s right to vote all of the Owned shares of outstanding Common Shares or grant a consent or approval, Stock owned by the Management Stockholder at any regular or special meeting of the stockholders of the Company for the express purpose of electing any one or more members to the Board or approving any Change in Control transaction or agreement. If voting under such proxy Parent and any authorized representatives and designees thereof shall vote under this proxy on behalf of each such Management Stockholder in the same manner as Parent votes any action outstanding shares of Common Stock owned by written consent it at any such regular or special meeting of the stockholders of the Company for the express purpose of electing any one or more members to the Board or approving any Change in Control transaction or agreement. This proxy is irrevocable and is coupled with an interest and shall not be terminable as long as this Agreement remains effective among the parties hereto, their successors, transferees and assigns and, if such Management Stockholder is a natural person, shall not terminate on the disability or incompetence of such Management Stockholder. The Company is hereby requested and directed to honor this proxy upon its presentation by Parent and any authorized representatives and designees thereof, without any duty of investigation whatsoever on the part of the Company. Each such Management Stockholder agrees that the Company, until and the earlier Company’s secretary shall not be liable to such Management Stockholder for so honoring this proxy. This Section 23 shall terminate and be of no further force or effect upon the later of (a)(1x) the Acceptance fifth anniversary of the Closing Date or (2y) the Effective Time or (b) the date consummation of termination of the Merger Agreement, a Qualified Public Offering. [Signatures on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1next page.]

Irrevocable Proxy. The Solely with respect to the matters described in Section 1.1, Stockholder hereby irrevocably grants to, and appoints, Parent and appoints Investor (or any designee nominee of Parent and each of Parent's officers, Investor) as Stockholder's attorney’s lawful agent, agent attorney and proxy with full power of substitution and resubstitution, for and in the name, place and stead of Stockholder, to the full extent of the Stockholder's ’s voting rights with respect to Stockholder’s Owned Shares (which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of Section 212 of the Owned Common Shares, Delaware General Corporation Law) to vote all Stockholder’s Owned Shares solely on the Owned Common Shares or grant a consent or approvalmatters, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Companymanner, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 1.1, and in accordance therewithherewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other any proxies and power of attorneys, with respect to all of the Owned Common Shares previously granted that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection would otherwise conflict with the Offer. The Stockholder proxy contemplated pursuant to this Section 1.2 and agrees to execute any further agreement agreement, form, notice or form other such requirement reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such Stockholder hereby acknowledges that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Securities Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder hereby further acknowledges that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Stockholder hereby ratifies and confirms all things or acts that such irrevocable proxy may lawfully do or cause to be done by virtue hereof to the extent consistent with this Agreement. To the extent that Stockholder is the beneficial but not the record owner of any Owned Shares, Stockholder shall automatically terminate upon cause the valid termination record owner of this Agreement any such Owned Shares to vote and grant a proxy with respect to Owned Shares in accordance with Section 5.1the same manner as described above.

Irrevocable Proxy. The Subject to Section 3(b) above, prior to the Expiration Date, solely in the event of a failure by the Stockholder to act in accordance with the Stockholder’s obligations as to voting pursuant to Section 3(a) no later than the third Business Day prior to any meeting at which the stockholders of the Company will consider and vote on any of the matters described in Section 3(a), the Stockholder hereby irrevocably grants to, and appoints, Parent Parent, and any designee of Parent individual designated in writing by Parent, and each of Parent's officersthem individually, as the Stockholder's ’s proxy and attorney, agent and proxy -in-fact (with full power of substitution and resubstitutionincluding for purposes of Section 212 of the DGCL), to for and in the full extent name, place and stead of the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares Shares, or grant a consent or approval, at any meeting approval in respect of the stockholders Shares, in a manner consistent with this Agreement. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the Company and irrevocable proxy set forth in any action by written consent of this Section 9 is given in connection with the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination execution of the Merger Agreement, on and that such irrevocable proxy is given to secure the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESperformance of the duties of the Stockholder under this Agreement. The Stockholder hereby revokes further affirms that the irrevocable proxy is coupled with an interest and may be revoked only under the circumstances set forth in the last sentence of this Section 9. The Stockholder hereby ratifies and confirms all other proxies that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and power intended to be irrevocable in accordance with Applicable Law. The Stockholder shall, upon written request by Parent, as promptly as practicable execute and deliver to Parent a separate written instrument or proxy that embodies the terms of attorneysthis irrevocable proxy set forth in this Section 9 and is otherwise reasonably acceptable to Parent and the Stockholder. Notwithstanding the foregoing, with respect to all of the Owned Common Shares that may have heretofore been appointed or proxy and appointment granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney hereby shall be given automatically revoked, without any action by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of Expiration Date and Parent may terminate any proxy granted pursuant to this Agreement in accordance with Section 5.19 at any time at its sole discretion by written notice to the Stockholder.

Irrevocable Proxy. The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the Stockholder has heretofore granted with respect to the Subject Shares. The Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's officers, appoints Purchaser as Stockholder's attorney, agent -in-fact and proxy with full power of substitution for and resubstitution, to the full extent on behalf of the Stockholder's voting rights , for and in the name, place and stead of the Stockholder, to: (a) attend any and all meetings of the Purchaser Stockholders held for matters addressed in Section 1.1, (b) vote, express consent or dissent or issue instructions to the record holder to vote the Subject Shares solely in accordance with the provisions of Section 1.1 at any and all meetings of Purchaser Stockholders or in connection with any action sought to be taken by written consent of Purchaser Stockholders without a meeting solely in respect of matters addressed in Section 1.1 and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, solely consistent with the provisions of Section 1.1, all written consents with respect to the Owned Common Shares, to vote all the Owned Common Subject Shares or grant a consent or approval, at any meeting and all meetings of the stockholders of the Company and Purchaser Stockholders or in connection with any action sought to be taken by written consent of Purchaser Stockholders without a meeting solely in respect of matters addressed in Section 1.1. Purchaser agrees not to exercise the stockholders proxy granted herein for any purpose other than the purposes described in this Section 1.4. 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 the CompanyStockholder, as applicable) until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of this Agreement and shall not be terminated by operation of law or upon the Merger Agreementoccurrence of any other event other than the termination of this Agreement pursuant to Section 3.2. The Stockholder authorizes such attorney and proxy to substitute any other person to act hereunder, on to revoke any substitution and to file this proxy and any substitution or revocation with the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESSecretary of Purchaser. The Stockholder hereby revokes all other proxies affirms that the proxy set forth in this Section 1.4 is given to Purchaser in connection with and power granted in consideration of attorneys, with respect and as an inducement to all the Company and Purchaser to enter into the Purchase Agreement and that such proxy is given solely to secure the obligations of the Owned Common Shares that may have heretofore been appointed or granted with Stockholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 3.2. With respect to any matters covered Subject Shares that are owned beneficially by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power the Stockholder but are not held of attorney shall be given record by the Stockholder, except as required by any letter the Stockholder shall take all action necessary to cause the record holder of transmittal such Subject Shares to grant the irrevocable proxy and take all other actions provided for in connection this Section 1.4 with the Offer. The Stockholder agrees respect to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1such Subject Shares.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of appoints Parent and each of Parent's its officers, as the Stockholder's attorney, agent attorney and proxy pursuant to the provisions of Section 212(c) of the General Corporation Law of the State of Delaware, with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote and otherwise act (by written consent or otherwise) with respect to the Owned Common SharesShares and the Other Securities, which the Stockholder is entitled to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date such meeting or (2) the Effective Time or (b) the date of termination of the Merger Agreementotherwise, on the matters described and in the manner specified in Section 1.2 and in accordance therewith1.01. THIS PROXY AND POWER OF ATTORNEY ARE IS IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESINTEREST. The Stockholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common Shares and the Other Securities that the Stockholder may have heretofore been appointed or granted with respect to any matters covered by Section 1.2granted, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the Stockholder and any obligation of the Stockholder under this Agreement shall be binding upon the heirs, personal representatives, successors and assigns of the Stockholder, except as required by any letter of transmittal . The Shareholder hereby affirms that the irrevocable proxy set forth in this SECTION 1.02 is given in connection with the Offerexecution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Shareholder under this Agreement. The Stockholder agrees Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1be done by virtue hereof.

Irrevocable Proxy. The Stockholder Shareholder hereby irrevocably grants toconstitutes and appoints Parent, or its designees, from and appoints, Parent after the date hereof and any designee of Parent until the Termination Date (at which point such constitution and each of Parent's officers, appointment shall automatically be revoked) as Stockholder's Shareholder’s attorney, agent and proxy (such constitution and appointment, the “Irrevocable Proxy”), with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote and otherwise act with respect to the Owned Common Shares, to vote all the Owned Common such Shareholder’s Shares or grant a consent or approval, at any meeting of the stockholders Shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, and in any action by written consent of the stockholders Shareholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described and in the manner specified in Section 1.2 1.01. Without limiting the foregoing, in any such vote or other action pursuant to such proxy, neither Parent nor any other person listed in the immediately preceding sentence shall in any event have the right (and in accordance therewithsuch proxy shall not confer the right) to vote against the Merger. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER A SHAREHOLDER MAY TRANSFER ANY OWNED COMMON SHARESOF ITS SHARES IN BREACH OF THIS AGREEMENT. The Stockholder Shareholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common Shareholder’s Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2granted, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given (and if given, shall not be effective) by Shareholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the Stockholder, except as required by death or incapacity of Shareholder and any letter obligation of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy Shareholder under this Agreement shall automatically terminate be binding upon the valid termination heirs, personal representatives, successors and assigns of this Agreement in accordance with Section 5.1Shareholder.

Irrevocable Proxy. The In the event that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's officers, appointed Purchaser as Stockholder's attorney, agent the attorney and proxy of such Stockholder pursuant to the provisions of section 212 of the DGCL, with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote, and otherwise act (by written consent or otherwise) with respect to all shares of Common Stock, including the Owned Common Shares, that such Stockholder is entitled to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action by written consent pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the CompanyCompany (including the Stockholders) under the Offer or the Merger Agreement or to reduce the obligations of Purchaser and/or Sub thereunder; and provided further, until the earlier of that this -------- ------- proxy shall irrevocably cease to be in effect at any time that (a)(1x) the Acceptance Date Offer shall have expired or terminated without any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (2y) the Effective Time Purchaser or (b) the date of termination Sub shall be in violation of the Merger terms of this Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IS IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESINTEREST. The Each Stockholder hereby revokes revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common Shares that Stockholder may have heretofore been appointed or granted with respect to any matters covered by Section 1.2granted, and no subsequent proxy (whether revocable or irrevocable) or power of attorney (except in furtherance of Stockholder's obligations under 7.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder, except Stockholder with respect thereto so long as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement remains in accordance effect. Each Stockholder shall forward to Purchaser any proxy cards that such Stockholder receives with Section 5.1respect to the Offer or the Merger Agreement.

Irrevocable Proxy. The Stockholder Each Shareholder hereby revokes (or agrees to cause to be revoked) any proxies that such Shareholder has heretofore granted with respect to such Shareholder’s Subject Shares. Each Shareholder hereby irrevocably grants toappoints Parent, and appointsany individual designated in writing by Parent, Parent and any designee of Parent and each of Parent's officersthem individually, as Stockholder's attorney, agent -in-fact and proxy with full power for and on behalf of substitution such Shareholder, for and resubstitutionin the name, place and stead of such Shareholder, to: (a) attend any and all Company Shareholders Meetings, (b) vote, express consent or dissent or issue instructions to the full extent of the Stockholder's voting rights with respect to the Owned Common Shares, record holder to vote all such Shareholder’s Subject Shares in accordance with the Owned Common Shares or grant a consent or approval, provisions of Section 1.1 at any meeting of the stockholders of the and all Company and Shareholders Meetings or in connection with any action sought to be taken by written consent of the stockholders shareholders of the CompanyCompany without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all Company Shareholders Meetings or in connection with any action sought to be taken by written consent without a meeting. Parent (or its designee) agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. 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 Shareholder, as applicable) until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 Agreement and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power shall not be terminated by operation of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed Law or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2. Each Shareholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of the Company. Each Shareholder hereby affirms that the proxy set forth in accordance this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Shareholder under Section 5.11.1.

Irrevocable Proxy. The Stockholder Shareholder, revoking (or causing to be revoked) any proxies that he has heretofore granted, hereby irrevocably grants to, and appoints, appoints Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent -in-fact and proxy with full power for and on behalf of substitution the Shareholder, for and resubstitutionin the name, place and stead of the Shareholder, to: (a) attend any and all Company Shareholder Meetings; (b) vote, express consent or dissent or issue instructions to the full extent record holder to vote the Shares in accordance with the provisions of Section 4(b) at any such meeting; and (c) grant or withhold, or issue instructions to the Stockholder's voting rights record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Owned Common Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, to vote all is irrevocable (and as such shall survive and not be affected by the Owned Common Shares death, incapacity, mental illness or grant a consent or approval, at any meeting insanity of the stockholders Shareholder) until the end of the Company Agreement Period and in any action shall not be terminated by written consent operation of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date Law or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid occurrence of any other event other than the termination of this Agreement pursuant to Section 13(d). The Shareholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of the Company. The Shareholder hereby affirms that the irrevocable proxy set forth in accordance this Section 5 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 Shareholder under Section 5.14 hereof. The irrevocable proxy set forth in this Section 5 is executed and intended to be irrevocable, subject, however, to automatic termination upon the termination of this Agreement pursuant to Section 13(d). Notwithstanding the foregoing, the Parent shall not have the right to exercise the proxy contained in this Section 5 and the Parent’s appointment as attorney-in-fact and proxy for and on behalf of the Shareholder shall be rendered void, if Parent or Merger Sub shall have amended or modified the Offer or if Company shall have consented to a change described in Section 1.1(a)(i) of the Merger Agreement in a manner adverse to the Shareholder (other than any extension of the Offer to the extent permitted in the Merger Agreement) without obtaining the Shareholder’s prior written consent.

Irrevocable Proxy. The Stockholder hereby Participant represents that from time to time it may be a beneficial and/or legal owner of Shares. To the extent that it is a beneficial owner and/or legal owner of Shares, the Participant agrees to irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's officers, appoint Distributor as Stockholder's attorney, agent its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially or legally owned Shares of the Fund that the Participant is or may be entitled to vote at any meeting of shareholders of the Fund held after the date this Agreement is executed whether annual or special and whether or not an adjourned meeting, or, if applicable, to give written consent with respect thereto. For purposes of this paragraph, beneficially owned Shares shall not include those shares for which the Participant is the record owner but not the beneficial owner (the “Managed Account Shares”). The Distributor shall mirror vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion as the votes (or abstentions) of all other shareholders of the Fund on any matter, question or resolution submitted to the vote of shareholders of the Fund. The Distributor, as attorney and proxy for Participant under this Section 1(f), (i) is hereby given full power of substitution and resubstitutionrevocation; (ii) may act through such agents, nominees, or substitute attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys in any lawful manner deemed appropriate by it, including in writing, by telephone, facsimile, electronically (including through the Internet) or otherwise. The Distributor may terminate this irrevocable proxy within sixty (60) days written notice to the full extent Participant. The powers of attorney and proxy as set forth in this Section 1(f) shall include (without limiting the general powers hereunder) the power to receive and waive any notice of any meeting on behalf of the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1undersigned.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's voting rights Solely with respect to the Owned Common Sharesmatters described in Section 1.1, if the Stockholder has not taken a Qualifying Action (as defined below) on or prior to the fifth (5th) Business Day prior to the Stockholders Meeting, the Stockholder hereby irrevocably appoints (and if such Stockholder holds any Voting Shares through a nominee, such Stockholder shall timely cause and direct such nominee holder to irrevocably appoint) Parent as its proxy (which proxy is and shall be irrevocable to the extent provided in Section 212 of the Delaware General Corporation Law (the “DGCL”) and which appointment is coupled with an interest for purposes of Section 212 of the DGCL) to vote all the Owned Common Voting Shares or grant a consent or approval, at any meeting owned by such Stockholder beneficially and/or of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, record solely on the matters described in Section 1.2 1.1, and in accordance therewith, effective from and after such fifth business day prior to the Stockholders Meeting and until the Voting Termination Date. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Each Stockholder agrees to execute (or to cause any nominee holder to execute) any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such “Qualifying Action” means either (a) the delivery by or on behalf of the Stockholder to Parent of a copy of such Stockholder’s (or its nominee holder’s) duly executed and valid proxy shall automatically terminate upon (and any amendment of such proxy) with respect to the valid termination Stockholders Meeting, provided the votes authorized in such proxy or amendment thereof are consistent with the terms of this Agreement and such proxy or amendment thereof is otherwise consistent with this Agreement or (b) the delivery by each Stockholder to Parent of a written certificate by one of its duly authorized individuals certifying that such Stockholder (or its nominee holder) shall attend the Stockholders Meeting in person and vote (or cause the voting of) its Voting Shares in accordance with Section 5.11.1 hereof, provided, that in the event that a Qualifying Action is subsequently rescinded, revoked or modified in any manner inconsistent with the requirements of Section 1.1, such action shall no longer be a Qualifying Action, and Parent shall have the proxy described in this Section 1.2 with respect to such Stockholder’s Voting Shares.

Irrevocable Proxy. The Each Stockholder hereby irrevocably grants toappoints the Proxy Holders, and appointsor any of them, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitutionresubstitution and power to act alone, to the full extent of the as such Stockholder's voting rights with respect to the Owned Common Shares’s proxy and attorney-in-fact, to vote all of the Owned Shares of such Stockholder and any additional shares of Company Common Stock acquired by such Stockholder or its respective controlled Affiliates after the date hereof and prior to the Termination Date (collectively, and together with such Stockholder’s Owned Shares, such Stockholder’s “Covered Shares”) at the Company Stockholder Meeting and at every other meeting of Company Stockholders, including any postponement, recess or adjournment thereof, or in any other circumstance, however called, and to execute consents with respect all of such Stockholder’s Covered Shares as follows: (a) in favor of (i) the approval of the Charter Amendment, (ii) the adoption of the Merger Agreement and the approval of the Merger, (iii) the approval of any advisory proposal with respect to “golden parachute compensation,” (iv) the approval of any proposal to adjourn or grant postpone any Company Stockholder Meeting to a consent later date if the Company proposes or approvalrequests such postponement or adjournment, and (v) the approval of any other proposal to be voted upon or consented to by the Company Stockholders at any Company Stockholder Meeting or other meeting of stockholders or in respect of any proposed action by written consent, the stockholders approval of which is necessary for the consummation of the Merger and the other transactions contemplated by the Merger Agreement, but only to the extent that such Covered Shares are entitled to be voted on or consent to such proposal, and (b) against (i) any proposal, action, or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company and contained in the Merger Agreement or that would reasonably be expected to result in any action by written consent of condition set forth in the stockholders Merger Agreement not being satisfied or not being fulfilled prior to the Termination Date, (ii) any proposal to amend the Charter or Bylaws of the Company, until other than the earlier Charter Amendment, (iii) any Acquisition Proposal, (iv) any reorganization, dissolution, liquidation, winding up or similar extraordinary transaction involving the Company (except as contemplated by the Merger Agreement) and (v) any other proposal, action or agreement that would reasonably be expected to prevent or materially impede or materially delay the approval of the Charter Amendment or the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement, (a)(1clauses (a) the Acceptance Date or (2) the Effective Time or and (b) collectively, the date of termination “Supported Matters”); provided that, such Stockholder shall retain at all times the right to vote such Stockholder’s Covered Shares (or to direct how such Covered Shares shall be voted) in such Stockholder’s sole discretion on matters other than Supported Matters. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1 is given in connection with the Company’s execution of the Merger Agreement, on and further affirms that the matters described in Section 1.2 and irrevocable proxy is coupled with an interest, is intended to be irrevocable in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY ANDwith the provisions of Section 78.355 of the NRS, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESand may under no circumstances be revoked. The irrevocable proxy granted by each Stockholder hereby revokes all other proxies and herein is a durable power of attorneysattorney and shall survive the dissolution, with bankruptcy or incapacity of such Stockholder. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Proxy and Agreement pursuant to Section 2. No Stockholder shall take any action that would reasonably be expected to prevent or materially impair or materially delay the consummation of the transactions contemplated by this Proxy and Agreement, and from and after the date hereof until the Termination Date, no Stockholder shall, without the prior written consent of the Company and the Acquiror, take any action that would reasonably be expected to result in the conversion of any Covered Shares of such Stockholder that, as of the date hereof are shares of Company Class B Common Stock, into shares of Company Class A Common Stock. Each of the Proxy Holders agrees that he or she shall vote or consent in respect of, or cause to be voted or consents to be in executed in respect of, all of the Owned Common Covered Shares that may have heretofore been appointed of each of the Stockholders at the Company Stockholder Meeting and at every other meeting of Company Stockholders, including any postponement, recess or granted adjournment thereof, or in any other circumstance, however called, and to execute consents with respect to any matters covered by all of such Stockholder’s Covered Shares, in favor of the Supported Matters set forth in clause (a) of the first paragraph of this Section 1.21 and against the Supported Matters set forth in clause (b) of the first paragraph of this Section 1. The Company shall ensure that the Proxy Holders comply with the foregoing sentence. Without limiting the obligations of each Proxy Holder hereunder, the parties acknowledge and no subsequent proxy (whether revocable or irrevocable) or power agree that obligations of attorney the Proxy Holders hereunder shall be given exercised by the Stockholder, except as required by any letter consent of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant a majority of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1all Proxy Holders.

Irrevocable Proxy. The Stockholder In furtherance of the agreements contained in Section 3 of this Agreement, the Voting Shareholder hereby irrevocably grants to, to and appoints, Parent and any designee of appoints Parent and each of the executive officers of Parent's officers, in their respective capacities as officers of Parent, as Stockholder's the case may be, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, the Voting Shareholder’s proxy and attorney, agent and proxy -in-fact (with full power of substitution substitution), for and resubstitutionin the name, to the full extent place and stead of the Stockholder's voting rights with respect to the Owned Common SharesVoting Shareholder, to vote all Subject Shares Beneficially Owned by the Owned Common Shares Voting Shareholder that are outstanding from time to time, to grant or grant withhold a consent or approvalapproval in respect of such Subject Shares and to execute and deliver a proxy to vote such Subject Shares, at any meeting in each case solely to the extent and in the manner specified in Section 3 of this Agreement. The Voting Shareholder represents and warrants to Parent that all proxies heretofore given in respect of the stockholders Subject Shares are not irrevocable and that all such proxies have been properly revoked or are no longer in effect as of the Company date hereof. The Voting Shareholder hereby affirms that the irrevocable proxy set forth in this Section 5 is given by the Voting Shareholder in connection with, and in any action by written consent of consideration of, the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination execution of the Merger Agreement, on Agreement by Parent and that the matters described irrevocable proxy set forth in this Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, 5 is coupled with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholderan interest and, except as required by any letter of transmittal set forth in connection with the OfferSection 8 hereof, may under no circumstances be revoked. The Stockholder agrees irrevocable proxy set forth in this Section 5 is executed and intended to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement be irrevocable in accordance with the provisions of Section 5.121.369 of the TBOC, subject, however, to automatic termination on the Expiration Date.

Irrevocable Proxy. The Stockholder By execution of this Agreement, each Securityholder and its Affiliates (if applicable) do hereby irrevocably grants to, and appoints, Parent unconditionally appoint and constitute DSSI or any designee of Parent and each of Parent's officersthereof, as Stockholder's attorneyuntil the Expiration Time (immediately after which time this proxy shall automatically be revoked), agent and proxy with full power of substitution and resubstitution, as such Securityholder’s or Affiliates’ (if applicable) true and lawful attorney-in-fact and irrevocable proxy, to the full fullest extent of the Stockholder's voting such Securityholder’s or Affiliates’ (if applicable) rights with respect to the Owned Common SharesSubject Securities owned beneficially or of record by such Securityholder or its respective Affiliates (if applicable), to vote (or consent pursuant to a written consent) and exercise all voting and related rights, sign or execute forms of proxy and/or such other deeds or documents (including under seal, if necessary or desirable) and to do such other acts and things as may be necessary (including, without limitation, the Owned Common Shares power to execute and deliver written consents) with respect to such Subject Securities owned or grant a consent held by the Shareholder regarding the matters referred to in such Subject Securities as set forth in Section 3. Each Securityholder and its Affiliates (if applicable) intend this proxy to be irrevocable and coupled with an interest until the Expiration Time (at which time this proxy shall automatically be revoked) for all purposes and hereby represents that any proxies heretofore given with respect to its Subject Securities, if any, are revocable and hereby revokes any proxy previously granted by each Securityholder and its Affiliates (if applicable) with respect to its Subject Securities. This proxy is granted in consideration of DSSI entering into the Merger Agreement. Each Securityholder and its Affiliates (if applicable) hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or approval, at cause to be done in accordance with this Agreement. At any meeting of the stockholders Securityholders of INSW (whether annual or special) to which Section 3 is applicable, each Securityholder shall (and shall cause its Affiliates to), or shall direct (and shall cause its Affiliates to direct) the holder(s) of record of all of the Company and Subject Securities of such Securityholder or Affiliate (if applicable) on any applicable record date to, appear, in any action person or by written consent proxy, at each meeting or otherwise cause all of the stockholders Subject Securities of such Securityholder or Affiliate (if applicable) to be counted as present thereat for purposes of establishing a quorum. If for any reason any proxy granted herein is not irrevocable after it becomes effective, then the CompanySecurityholder granting such proxy agrees, until the earlier Expiration Time, to vote the Subject Securities of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement such Securityholder in accordance with Section 5.1the Required Votes. The parties hereto agree that the foregoing is a voting agreement. This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the Securityholder (including any transferee of any of the Subject Securities). Each Securityholder undertakes and agrees: (i) to indemnify the Attorney and against all actions, claims, demands, proceedings, costs, charges, expenses and other liabilities whatsoever which may be made against the Attorney or for which the Attorney may become liable by reason of acting pursuant to this power of attorney; and (ii) that the Attorney shall not be liable to the Securityholder for any loss or damage occurring as a result of any act or omission made by the Attorney by reason of acting pursuant to this power of attorney.

Irrevocable Proxy. The Stockholder Each Grantor hereby irrevocably grants torevokes all previous proxies with regard to its Pledged Securities, its Pledged Partnership Interests and its Pledged Limited Liability Company Interests and, appoints the Agent as its respective proxyholder to (a) attend and vote at any and all meetings of the shareholders of the corporation(s) which issued the Pledged Securities, and appointsany adjournments thereof, Parent held on or after the date of the giving of this proxy and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, prior to the full extent termination of this proxy and to execute any and all written consents of shareholders of such corporation(s) executed on or after the date of the Stockholder's voting rights with respect giving of this proxy and prior to the Owned Common Sharestermination of this proxy, to vote all with the Owned Common Shares same effect as if such Grantor had personally attended the meetings or grant a consent had personally voted its shares or approvalhad personally signed the written consents, at any meeting of the stockholders of the Company waivers or ratification, and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) to attend and vote at any and all meetings of the members of the Pledged Entities or partners of the Pledged Partnership Entities (whether or not such Pledged Limited Liability Company Interests or Pledged Partnership Interests are transferred into the name of the Agent), and any adjournments thereof, held on or after the date of termination the giving of the Merger Agreement, on the matters described in Section 1.2 this proxy and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant all written consents, waivers and ratifications of the Pledged Entities or Pledged Partnership Entities executed on or after the date of the giving of this proxy contained herein. Such proxy shall automatically terminate upon and prior to the valid termination of this Agreement proxy with the same effect as if such Grantor had personally attended the meetings or had personally voted on their respective Limited Liability Company Interests or Partnership Interests or had personally signed the consents, waivers or ratifications; provided, however, that the Agent as proxyholder shall have rights hereunder only during the existence of an Event of Default. Each Grantor hereby authorizes the Agent to substitute another Person (which Person shall be a successor to the rights of the Agent hereunder, a nominee appointed by the Agent to serve as proxyholder, or otherwise as approved by such Grantor in accordance writing, such approval not to be unreasonably withheld) as the proxyholder and, during the existence of any Event of Default, hereby authorizes and directs the proxyholder to file this proxy and the substitution instrument with Section 5.1the secretary of the appropriate corporation. This proxy is coupled with an interest and is irrevocable until such time as all outstanding principal and interest on the Notes have been indefeasibly paid in full.

Irrevocable Proxy. The Stockholder By execution of this Agreement, each Securityholder and its Affiliates (if applicable) do hereby irrevocably grants to, and appoints, Parent unconditionally appoint and constitute INSW or any designee of Parent and each of Parent's officersthereof, as Stockholder's attorneyuntil the Expiration Time (immediately after which time this proxy shall automatically be revoked), agent and proxy with full power of substitution and resubstitution, as such Securityholder’s or Affiliates’ (if applicable) true and lawful attorney-in-fact and irrevocable proxy, to the full fullest extent of the Stockholder's voting such Securityholder’s or Affiliates’ (if applicable) rights with respect to the Owned Common SharesSubject Securities owned beneficially or of record by such Securityholder or its respective Affiliates (if applicable), to vote (or consent pursuant to a written consent) and exercise all voting and related rights, sign or execute forms of proxy and/or such other deeds or documents (including, without limitation, the Owned Common Shares power to execute and deliver written consents) with respect to such Subject Securities owned or grant a consent held by the Shareholder regarding the matters referred to in such Subject Securities as set forth in Section 3. Each Securityholder and its Affiliates (if applicable) intend this proxy to be irrevocable and coupled with an interest until the Expiration Time (at which time this proxy shall automatically be revoked) for all purposes and hereby represents that any proxies heretofore given with respect to its Subject Securities, if any, are revocable and hereby revokes any proxy previously granted by each Securityholder and its Affiliates (if applicable) with respect to its Subject Securities. This proxy is granted in consideration of INSW entering into the Merger Agreement. Each Securityholder and its Affiliates (if applicable) hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or approval, at cause to be done in accordance with this Section 5. At any meeting of the stockholders Securityholders of DSSI (whether annual or special) to which Section 3 is applicable, each Securityholder shall (and shall cause its Affiliates to), or shall direct (and shall cause its Affiliates to direct) the holder(s) of record of all of the Company and Subject Securities of such Securityholder or Affiliate (if applicable) on any applicable record date to, appear, in any action person or by written consent proxy, at each meeting or otherwise cause all of the stockholders Subject Securities of such Securityholder or Affiliate (if applicable) to be counted as present thereat for purposes of establishing a quorum. If for any reason any proxy granted herein is not irrevocable after it becomes effective, then the CompanySecurityholder granting such proxy agrees, until the earlier Expiration Time, to vote the Subject Securities of (a)(1) such Securityholder in accordance with the Acceptance Date or (2) Required Votes. The parties hereto agree that the Effective Time or (b) foregoing is a voting agreement. This proxy shall be binding upon the date of termination heirs, estate, executors, personal representatives, successors and assigns of the Merger AgreementSecurityholder (including any transferee of any of the Subject Securities). Each Securityholder undertakes and agrees: (i) to indemnify the Attorney and against all actions, on claims, demands, proceedings, costs, charges, expenses and other liabilities whatsoever which may be made against the matters described Attorney or for which the Attorney may become liable by reason of acting in Section 1.2 good faith pursuant to and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and with this power of attorneys, with respect attorney; and (ii) that the Attorney shall not be liable to all the Securityholder for any loss or damage occurring as a result of the Owned Common Shares that may have heretofore been appointed any act or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given omission made by the Stockholder, except as required Attorney by any letter reason of transmittal acting in connection with the Offer. The Stockholder agrees good faith pursuant to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1this power of attorney.

Irrevocable Proxy. The Stockholder Each Seller hereby irrevocably grants to, and appoints, Parent and appoints Purchaser or any designee of Parent and each of Parent's officersPurchaser the lawful agent, as Stockholder's attorney, agent attorney and proxy with full power of substitution and resubstitutionsuch shareholder, during the term of this Agreement, to (a) vote the full extent Shares in favor adoption of the StockholderMerger Agreement; (b) vote the Shares against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) vote the Shares against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger or the Offer, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company and its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company and its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by Purchaser; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's voting rights corporate structure or business. Each Seller intends this proxy to be irrevocable and coupled with an interest and will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by it with respect to the Owned Common Shares. Each Seller shall not hereafter, unless and until this Agreement terminates pursuant to Section 8.6 hereof, purport to vote all the Owned Common (or execute a consent with respect to) such Shares (other than through this irrevocable proxy) or grant a consent any other proxy or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted attorney with respect to any matters covered by Section 1.2Shares, and no subsequent deposit any 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, grant any proxy (whether revocable or irrevocable) or power give instructions with respect to the voting of attorney shall be given by such Shares. Notwithstanding anything herein to the Stockholdercontrary, except the Sellers may transfer as required by any letter charitable gifts up to an aggregate of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1300,000 Shares.

Irrevocable Proxy. The Stockholder Solely with respect to the matters described in Section 1.1, Investor hereby irrevocably grants toappoints Xxxxxxx X. Xxxxx (or any nominee designated by Xxxxxxx X. Xxxxx) as Investor’s lawful agent, and appoints, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent attorney and proxy with full power of substitution and resubstitution, for and in the name, place and stead of Investor, to the full extent of the Stockholder's Investor’s voting rights with respect to Investor’s Owned Shares (which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of Section 212 of the Owned Common Shares, Delaware General Corporation Law) to vote all Investor’s Owned Shares solely on the Owned Common Shares or grant a consent or approvalmatters, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Companymanner, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 1.1, and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESherewith. The Stockholder Company shall use its reasonable best efforts to cause Xxxxxxx X. Xxxxx to vote Investor’s Owned Shares on the matters, and in the manner, described in Section 1.1, and in accordance herewith. Investor hereby revokes all other any proxies and power of attorneys, with respect to all of the Owned Common Shares previously granted that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection would otherwise conflict with the Offer. The Stockholder proxy contemplated pursuant to this Section 1.2 and agrees to execute any further agreement agreement, form, notice or form other such requirement reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such Investor hereby acknowledges that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Securities Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Investor under the Securities Purchase Agreement. Investor hereby further acknowledges that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Investor hereby ratifies and confirms all things or acts that such irrevocable proxy may lawfully do or cause to be done by virtue hereof to the extent consistent with this Agreement. To the extent that Investor is the beneficial but not the record owner of any Owned Shares, Investor shall cause the record owner of any such Owned Shares to vote and grant a proxy with respect to Owned Shares in the same manner as described above. For the avoidance of doubt, no proxy shall automatically terminate upon be given pursuant to this Section 1.2 in respect of the valid termination Initial Shares (as defined in the Securities Purchase Agreement) acquired by Investor (or an affiliate thereof) as part of this Agreement the Initial Closing (as defined in accordance the Securities Purchase Agreement) with respect to the matter described in clause (i) of Section 5.11.1.

Irrevocable Proxy. The Subject to the penultimate sentence of this Section 6, by execution of this Agreement, each Stockholder does hereby irrevocably grants to, and appoints, Parent appoint the Company and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy its designees with full power of substitution and resubstitution, as such Stockholder’s true and lawful attorney and irrevocable proxy, to the full fullest extent of the such Stockholder's voting ’s rights with respect to the Owned Common Shares, to vote and exercise all voting and related rights, including the Owned Common right to sign such Stockholder’s name (solely in its capacity as a stockholder) to any Stockholder consent, if such Stockholder fails to vote his, her or its Shares solely with respect to the matters set forth in Section 1 hereof by 5:00 p.m. (Eastern Time) on the day immediately preceding the meeting date (or grant a consent date upon which written consents are requested to be submitted), provided the Stockholder has received information regarding the meeting or approval, at any meeting of the stockholders of the Company and in any action by request for written consent of the stockholders at least five (5) Business Days before such shareholder meeting or any consent solicitation or other vote taken of the Company, ’s stockholders. Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the earlier Expiration Date, hereby revokes any proxy previously granted by such Stockholder with respect to the Shares and represents that none of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESsuch previously-granted proxies are irrevocable. The Stockholder hereby revokes all other proxies affirms that the proxy set forth in this Section 6 is given in connection with, and granted in consideration of, and as an inducement to the Company, Homology and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. The irrevocable proxy and power of attorneysattorney granted herein shall survive the death or incapacity of such Stockholder and the obligations of such Stockholder shall be binding on such Stockholder’s heirs, with respect personal representatives, successors, transferees and assigns. Each Stockholder hereby agrees not to all grant any subsequent powers of the Owned Common Shares that may have heretofore been appointed attorney or granted proxies with respect to any Shares with respect to the matters covered set forth in Section 1 until after the Expiration Date. With respect to any Shares that are owned beneficially by Stockholder but are not held of record by Stockholder (other than shares beneficially owned by Stockholder that are held in the name of a bank, broker or nominee), Stockholder shall take all action necessary to cause the record holder of such Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.26 with respect to such Shares. Notwithstanding anything contained herein to the contrary, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such this irrevocable proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1Expiration Date.

Irrevocable Proxy. The Stockholder Each Shareholder hereby irrevocably grants to, and appoints, Parent and any designee of appoints Parent and each of Parent's officers, its officers as Stockholdersuch Shareholder's attorney, agent and proxy proxy, with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote and otherwise act (by written consent or otherwise) with respect to the Owned Common Shares, to vote all the Owned Common such Shareholder's Shares or grant a consent or approval, at any meeting of the stockholders shareholders of the Company (whether annual or special and in any action whether or not an adjourned or postponed meeting) or by written consent in lieu of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date any such meeting or (2) the Effective Time or (b) the date of termination of the Merger Agreementotherwise, on the matters described and in the manner specified in Section 1.2 and in accordance therewith2.01. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER A SHAREHOLDER MAY TRANSFER ANY OWNED COMMON SHARESOF HIS OR HER SHARES IN BREACH OF THIS AGREEMENT. The Stockholder Each Shareholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common such Shareholder's Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2(the "Irrevocable Proxy"), and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholderor written consent executed (and if given or executed, except as required shall not be effective) by any letter Shareholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of transmittal in connection with any Shareholder and the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant termination of the proxy contained herein. Such proxy Irrevocable Proxy and any obligation of the Shareholder under this Agreement shall automatically terminate be binding upon the valid termination heirs, personal representatives, successors and assigns of this Agreement in accordance with Section 5.1such Shareholder.

Irrevocable Proxy. The Each Principal Stockholder hereby irrevocably grants to, and appoints, appoints Parent and any designee of Parent and (the “Proxy Holders”), each of Parent's officersthem individually, as such Principal Stockholder's ’s proxy and attorney-in-fact pursuant to the provisions of Section 212 of the Delaware General Corporation Law, agent and proxy as amended, with full power of substitution and resubstitution, to the full extent vote and act on such Principal Stockholder’s behalf and in such Principal Stockholder’s name, place and stead with respect to such Principal Stockholder’s Owned Shares, at any annual, special or other meeting of the holders of Company Securities, and at any adjournment or postponement of any such meeting, held during the term of this Agreement, and to act by written consent with respect to each such Principal Stockholder's voting rights ’s Owned Shares, at all times during the term of this Agreement with respect to the Owned Common Sharesmatters (the “Specified Matters”) referred to in, to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company and in any action accordance with, Section 3(a) hereof; provided, that the Proxy Holders may not act by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of to approve the Merger Agreement, on the matters described in Merger or any other transactions contemplated by the Merger Agreement. Each Principal Stockholder affirms that this proxy is coupled with an interest and shall be irrevocable, subject to termination pursuant to Section 1.2 15. Each Principal Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes any and all other previous proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to such Principal Stockholder’s Owned Shares. Each Principal Stockholder covenants and agrees not to grant any matters covered by Section 1.2subsequent proxy with respect to such Principal Stockholder’s Owned Shares, and no subsequent proxy (whether revocable further covenants and agrees that any such proxy, if granted, shall not be valid or irrevocable) or power of attorney effective. Each Principal Stockholder shall be given by the permitted to vote such Principal Stockholder, except as required by any letter of transmittal ’s Owned Shares in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement Specified Matters provided that such vote is in accordance compliance with Section 5.13(a) hereof, and in the case of a vote at a meeting is submitted at least three Business Days prior to such meeting, and in any such circumstance in which such Principal Stockholder’s vote complies with Section 3(a) hereof and the foregoing submission and delivery requirements, the Proxy Holders will not use the proxy granted pursuant to this Section 4 unless such Principal Stockholder’s vote is subsequently withdrawn.

Irrevocable Proxy. The Stockholder During the period from the date of this Agreement until the Expiration Date, each Shareholder hereby irrevocably grants to, and appoints, Parent and appoints the Company through any designee of Parent the Company, and each of Parent's officersthem individually, as Stockholder's attorneyits proxies and attorneys-in-fact, agent and proxy with full power of substitution and resubstitution, to the full extent vote such Shareholder’s Company Ordinary Shares and Series A Shares, as applicable, at every meeting of the Stockholder's voting rights shareholders of the Company called with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company following, and in any at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders shareholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted Company with respect to any matters covered by matter referred to in Section 1.2, and no subsequent proxy (whether revocable or irrevocable2.01(a) or Section 2.02 but not, for the avoidance of doubt, any matter referred to in Section 2.01(c) or Section 2.01(d) without a Shareholder’s prior written consent. This proxy and power of attorney is given by each such Shareholder in connection with, and in consideration of, the execution of the Merger Agreement by the Company and to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by each Shareholder shall be given irrevocable, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by a Shareholder with respect to any of the StockholderSubject Shares and the Series A Shares. The power of attorney granted by each Shareholder herein is a durable power of attorney and shall survive the dissolution, except bankruptcy, death or incapacity of a Shareholder. Each Shareholder and the Company agree that the proxy granted by each Shareholder hereunder shall and does constitute a valid instrument of proxy for purposes of Article 26 of the Company Memorandum and the Company shall deposit this instrument at its Resisted Office so as required by any letter of transmittal to comply in connection all respects with the OfferCompany Memorandum for the purposes of all meetings (and adjournments and postponements thereof) contemplated hereby. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm proxy and effectuate the grant power of the proxy contained herein. Such proxy attorney granted by each Shareholder hereunder shall automatically terminate and be revoked upon the valid termination of this Agreement in accordance with pursuant to Section 5.14.01.

Irrevocable Proxy. The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the Stockholder has heretofore granted with respect to the Subject Shares. The Stockholder hereby irrevocably grants to, and appoints, appoints Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent -in-fact and proxy with full power of substitution for and resubstitution, to the full extent on behalf of the Stockholder's voting rights with respect to , for and in the Owned Common Sharesname, to vote all the Owned Common Shares or grant a consent or approval, at any meeting place and stead of the stockholders Stockholder, to: (a) attend any and all meetings of the Company Stockholders, (b) vote, express consent or dissent or issue instructions to the record holder to vote the Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all meetings of the Company Stockholders or in connection with any action sought to be taken by written consent of the stockholders Company Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of the CompanyCompany Stockholders or in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. 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 the Stockholder, as applicable) until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger AgreementAgreement 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. The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, on to revoke any substitution and to file this proxy and any substitution or revocation with the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESSecretary of the Company. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of affirms that the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by proxy set forth in this Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be 1.5 is given by the Stockholder, except as required by any letter of transmittal in connection with and granted in consideration of and as an inducement to Parent and Merger Sub to enter into the OfferMerger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The Stockholder agrees proxy set forth in this Section 1.5 is executed and intended to execute any further agreement or form reasonably necessary or appropriate be irrevocable, subject, however, to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate its automatic termination upon the valid termination of this Agreement in accordance with pursuant to Section 5.14.2.

Irrevocable Proxy. The Solely with respect to the matters described in Section 1.1, for so long as this Agreement has not terminated in accordance with Section 5.1, each Stockholder hereby irrevocably grants toappoints the Buyer (or any nominee of the Buyer) as the Stockholders’ lawful agent, and appoints, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent attorney and proxy with full power of substitution and resubstitution, for and in the name, place and stead of the Stockholder, to the full extent of the such Stockholder's ’s voting rights with respect to such Stockholder’s Owned Shares (which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of Section 212 of the Owned Common Shares, Delaware General Corporation Law) to vote all the such Stockholder’s Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, solely on the matters described in Section 1.2 1.1, and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Each Stockholder hereby revokes all other represents that any proxies and power of attorneys, with previously granted in respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2are not irrevocable, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by hereby revokes any letter of transmittal in connection proxies previously granted that would otherwise conflict with the Offer. The Stockholder proxy contemplated pursuant to this Section 1.2 and agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such The proxy granted by this Section 1.2 shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1. Each Stockholder hereby acknowledges that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further acknowledges that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. To the extent that such Stockholder is the beneficial but not the record owner of any Owned Shares, such Stockholder shall cause the record owner of any such Owned Shares to vote and grant a proxy with respect to such Owned Shares in the same manner as described above. Notwithstanding anything to the contrary contained in this Agreement, the foregoing provisions of this Section 1.2 shall not apply to Simcoe Service Company, LLC or to Simcoe Opportunity Partners, L.P., which shall, in lieu of compliance with such provisions, execute and deliver to the Buyer, or cause to be executed and delivered to the Buyer, within five business days after receipt, solely with respect to its Owned Shares as of the record date for the special meeting, any proxy card sent to the stockholders of the Company soliciting proxies with respect to the Merger Agreement, it being understood that nothing herein shall prevent Simcoe Service Company, LLC or Simcoe Opportunity Partners, L.P. from revoking such proxy card upon the termination of this Agreement.

Irrevocable Proxy. The Stockholder Each party to this Agreement hereby irrevocably grants toconstitutes and appoints the President and Treasurer of the Company, and appoints, Parent and any designee of Parent and each of Parent's officersthem, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitutionsubstitution, to as the full extent proxies of the Stockholder's voting rights party with respect to the Owned Common Sharesmatters set forth herein, including without limitation, election of persons as members of the Board in accordance with Section 1 hereto, votes to increase authorized shares pursuant to Section 2 hereof and votes regarding any Sale of the Company pursuant to Section 3 hereof, and hereby authorizes each of them to represent and to vote, if and only if the party (i) fails to vote or (ii) 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 the Owned Common of such party’s Shares or grant a consent or approval, at any meeting in favor of the stockholders 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 approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Sections 2 and 3, respectively, of this Agreement. The proxy 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, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 5 hereof. Each party hereto hereby revokes any action by written consent and all previous proxies with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 5 hereof, purport to grant any other proxy or power of attorney with respect to any of the stockholders Shares, deposit any of the CompanyShares into a voting trust or enter into any agreement (other than this Agreement), until arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the earlier voting of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination any of the Merger AgreementShares, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneyseach case, with respect to all any of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained set forth herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1.

Irrevocable Proxy. The Stockholder In furtherance of the agreements contained in Section 3 of this Agreement, each Voting Shareholder hereby irrevocably grants to, to and appoints, Parent and any designee of Parent appoints the Company and each of Parent's officersthe executive officers of the Company, in their respective capacities as officers of the Company, as Stockholder's the case may be, and any individual who shall hereafter succeed to any such office of the Company, and each of them individually, such Voting Shareholder’s proxy and attorney, agent and proxy -in-fact (with full power of substitution substitution), for and resubstitutionin the name, to the full extent place and stead of the Stockholder's voting rights with respect to the Owned Common Sharessuch Voting Shareholder, to vote all the Subject Shares Beneficially Owned Common Shares by such Voting Shareholder that are outstanding from time to time, to grant or grant withhold a consent or approvalapproval in respect of such Subject Shares and to execute and deliver a proxy to vote such Subject Shares, at any meeting in each case solely to the extent and in the manner specified in Section 3 of this Agreement. Each Voting Shareholder represents and warrants to the Company that all proxies heretofore given in respect of the stockholders Subject Shares are not irrevocable and that all such proxies have been properly revoked or are no longer in effect as of the date hereof. Each Voting Shareholder hereby affirms that the irrevocable proxy set forth in this Section 5 is given by such Voting Shareholder in connection with, and in consideration of, the execution of the Merger Agreement by the Company and that the irrevocable proxy set forth in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in this Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, 5 is coupled with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholderan interest and, except as required by any letter of transmittal set forth in connection with the OfferSection 8 hereof, may under no circumstances be revoked. The Stockholder agrees irrevocable proxy set forth in this Section 5 is executed and intended to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement be irrevocable in accordance with the provisions of Section 5.121.369 of the TBOC, subject, however, to automatic termination on the Expiration Date.

Irrevocable Proxy. The Stockholder Pledgor hereby irrevocably grants toagrees to grant, and appoints, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitutiondoes hereby grant, to the full extent Collateral Agent for the benefit of the Stockholder's voting rights with respect Collateral Agent, an irrevocable proxy in the form attached hereto as Exhibit B to the Owned Common Shares, (i) vote or cause to vote be voted any and all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company Pledged Shares and (ii) give or cause to be given consents, waivers and ratifications in any action by written consent of the stockholders of the Company, respect thereof. Such proxy shall be valid until the earlier of (a)(1x) payment and performance in full of the Notes Obligations and (y) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1.15. The Collateral Agent hereby agrees that until and unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given written notice to the Pledgor of the Collateral Agent’s intention to exercise remedies, the Collateral Agent shall not exercise such proxy and, subject always to the provisions of Section 7 hereof, the Pledgor shall be entitled to (i) vote or cause to be voted any and all of the Pledged Shares, (ii) give, or cause to be given, consents, waivers and ratifications in respect thereof, provided, however, that the Pledgor shall not vote for or give any consent, waiver or ratification that would be inconsistent with any provisions of the Note Documents or that would have a material adverse effect on the value of the Pledged Collateral or any part thereof and (iii) receive and retain any and all dividends, interest and other distributions paid in respect of the Pledged Collateral. All such rights of the Pledgor to vote, or cause to be voted and to give, or cause to be given, consent, waivers and ratifications shall cease automatically in case each of (i) an Event of Default shall occur and so long as it is continuing and (ii) the Collateral Agent shall have given written notice to the Pledgor of the Collateral Agent’s intention to exercise remedies. The Pledgor further agrees to execute the irrevocable proxy in the form attached hereto in Exhibit B.

Irrevocable Proxy. The In order to secure the performance of such Stockholder’s obligations under this Agreement, by entering into this Agreement, such Stockholder hereby irrevocably grants toa proxy appointing each executive officer of Purchaser as such Stockholder’s attorney-in-fact and proxy, and appoints, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, for and in its name, to vote, express consent or dissent, or otherwise to utilize such voting power to the full extent of the Stockholder's such Stockholders’ voting rights with respect to the Owned Common Sharesall such Stockholders’ Subject Shares (which proxy is irrevocable and which appointment is coupled with an interest, to vote all the Owned Common Shares or grant a consent or approval, at any meeting including for purposes of Section 212 of the stockholders of the Company DGCL) to vote, and in any action by to execute written consent of the stockholders of the Companyconsents with respect to, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, all such Stockholders’ Subject Shares solely on the matters described in Section 1.2 1.2. Such Stockholder hereby further affirms that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done pursuant to the terms hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance therewithwith the provisions of Section 212 of the DGCL. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY ANDNotwithstanding the foregoing, TO THE EXTENT PERMITTED UNDER APPLICABLE LAWthe proxy granted by such Stockholder pursuant to this Section 1.3 shall automatically terminate, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESwithout any notice or other action by any person, upon termination of this Agreement in accordance with its terms. The Such Stockholder hereby revokes any and all other previous proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to its Subject Shares. If any matters covered by Stockholder is the beneficial owner, but not the record owner, of any of the Subject Shares, such Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy conforming to the above provisions of this Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer1.3. The Each Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1its terms. Parent may terminate this proxy with respect to a Stockholder at any time at its sole election by written notice provided to such Stockholder.

Irrevocable Proxy. The Stockholder Each Restricted Shareholder hereby irrevocably grants to, constitutes and appoints, Parent and any designee of Parent and appoints each of Parent's officersthe President, as Stockholder's attorneyChief Financial Officer and Chief Legal Officer, agent and proxy with full power of substitution and resubstitutionto act independently of each other, as the proxies of the Restricted Shareholder to vote all shares of Restricted Securities and Non-Restricted Securities held by the Restricted Shareholder in a manner consistent with the recommendations of management. The proxy granted pursuant to the full extent immediately preceding sentence is given in consideration of the Stockholder's voting rights agreements and covenants of the Company and Restricted Shareholders in connection with the transactions contemplated by this Agreement and the Asset Purchase Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires or such proxy terminates pursuant to the terms of this Agreement. Each Restricted Shareholder hereby revokes any and all previous proxies with respect to the Owned Common SharesRestricted Shares or Non-Restricted Shares and shall not hereafter, unless and until this Agreement terminates or expires, purport to grant any other proxy or power of attorney with respect to any of the Restricted Securities or Non-Restricted Securities, deposit any of the Restricted Securities or Non-Restricted Securities into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote all vote, grant any proxy or give instruc­tions with respect to the Owned Common Shares or grant a consent or approval, at voting of any meeting of the stockholders of the Company and Restricted Securities or Non-Restricted Securities, in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneyseach case, with respect to all any of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offerset forth herein. The Stockholder agrees rights conferred under this Article V shall in no way serve, in and of themselves, to execute restrict the rights of any further agreement or form reasonably necessary or appropriate holder to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1transfer Covered Securities.

Irrevocable Proxy. The Stockholder After the occurrence and during the continuation of an Event of Default, each Loan Party hereby irrevocably grants revokes all previous proxies (if any) with regard to the Pledged Equity and appoints Bank as its proxyholder and attorney in fact to, so long as such actions are performed in accordance with the applicable organizational documents and appointsapplicable law, Parent attend and vote at any and all meetings of the equity holders of the entities which issued the Pledged Equity (whether or not transferred into the name of Bank), and any designee of Parent and each of Parent's officersadjournments thereof, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares held on or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) after the date of termination the giving of the Merger Agreement, on the matters described in Section 1.2 this proxy and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant all written consents, waivers and ratifications of the equity holders of such entities executed on or after the date of the giving of this proxy contained hereinwith the same effect as if the Loan Parties had personally attended the meetings or had personally voted its shares or had personally signed the written consents, waivers or ratification. Such proxy For the avoidance of doubt, the revocation of existing proxies (if any) shall automatically terminate not be effective until, and the appointment of Bank as proxyholder and attorney-in-fact shall not be effective until, the occurrence and during the continuance of an Event of Default. After the occurrence and during the continuation of an Event of Default, the Loan Parties hereby authorize Bank to substitute another Person (which Person shall be a successor to the rights of Bank hereunder or a nominee appointed by Bank to serve as proxyholder) as the proxyholder and, upon the valid termination occurrence or during the continuance of any Event of Default, hereby authorize and direct the proxyholder to file this Agreement proxy and the substitution instrument with the secretary of the appropriate entity. This proxy is coupled with an interest and is irrevocable until the Obligations have been paid in accordance with Section 5.1full in cash (other than contingent indemnification obligations for which no claim has been made).

Irrevocable Proxy. The Stockholder hereby irrevocably grants toExecutive agrees that, and appointsin the event Executive shall fail to comply with the provisions of Section 5.1 hereof as determined by Parent in its sole discretion, Parent and such failure shall result, without any designee further action by Executive, in the irrevocable appointment of Parent and each of Parent's officers, as Stockholder's attorney, agent the attorney and proxy of Executive, with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote, and otherwise act (by written consent or otherwise) with respect to all shares of Common Stock and other securities, including the Owned Common Shares, the Option Shares and the Executive Shares, that Executive is entitled to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date such meeting or (2) the Effective Time or (b) the date of termination of the Merger Agreementotherwise, on the matters described and in the manner specified in Section 1.2 and in accordance therewith5.1. THIS PROXY AND POWER OF ATTORNEY ARE IS IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT AND IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 212(e) OF THE DELAWARE GENERAL CORPORATION LAW TO SUPPORT AN IRREVOCABLE PROXY AND("DGCL"). Executive hereby revokes, TO THE EXTENT PERMITTED UNDER APPLICABLE LAWeffective upon the execution and delivery of the Merger Agreement by the parties thereto, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common Shares, the Option Shares and the Executive Shares that Executive may have heretofore been appointed or granted with respect to any matters covered by Section 1.2granted, and no subsequent proxy (whether revocable or irrevocable) or power of attorney (except in furtherance of Executive's obligations under Section 5.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder, except Executive with respect thereto so long as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement remains in accordance with Section 5.1effect.

Irrevocable Proxy. The Each Principal Stockholder hereby irrevocably grants to, and appoints, Parent appoints Buyer and any designee of Parent and Buyer, each of Parent's officersthem individually, each such Principal Stockholder’s proxy and attorney-in-fact for and on behalf of such Principal Stockholder pursuant to the provisions of Section 212 of the General Corporation Law of the State of Delaware, as Stockholder's attorneyamended, agent and proxy with full power of substitution and resubstitution, to the full extent of the attend and to vote and act on each such Principal Stockholder's voting rights ’s behalf and in each such Principal Stockholder’s name, place and stead with respect to the such Principal Stockholder’s Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any annual, special or other meeting of the stockholders of Parent, and at any adjournment or postponement of any such meeting, held during the Company term of this Agreement, and in any action to act by written consent (including the execution and delivery of any written consent) with respect to each such Principal Stockholder’s Owned Shares, in all events and at all times during the stockholders term of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on this Agreement with respect to the matters described in Section 1.2 referred to in, and in accordance therewithwith, Section 3(a) hereof. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY ANDEach Principal Stockholder affirms that this proxy is coupled with an interest, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given irrevocable and shall not be terminated by operation of law or upon the Stockholder, except as required by occurrence of any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon other event other than the valid termination of this Agreement pursuant to Section 12 hereof. Each Principal Stockholder affirms that this irrevocable proxy set forth in this Section 4 is given in connection with and granted in consideration of and as an inducement to Buyer entering into the Purchase Agreement and that such irrevocable proxy is given to secure the obligations of such Principal Stockholder under Section 3(a) hereof. Each Principal Stockholder agrees to expeditiously take and shall expeditiously take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy including, without limitation, issuing, expeditiously executing and delivering any directions or legal proxies to the applicable record holder of such Principal Stockholder’s Owned Shares. Except in order to vote the Owned Shares in accordance with Section 5.13(a), each Principal Stockholder covenants and agrees not to grant any subsequent proxy with respect to such Principal Stockholder’s Owned Shares, and further covenants and agrees that any such proxy, if granted, shall not be valid or effective.

Irrevocable Proxy. The Subject to the penultimate sentence of this Section 6, by execution of this Agreement, each Stockholder does hereby irrevocably grants to, and appoints, Parent appoint the Company and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy its designees with full power of substitution and resubstitution, as such Stockholder’s true and lawful attorney and irrevocable proxy, to the full fullest extent of the such Stockholder's voting ’s rights with respect to the Owned Common Shares, to vote and exercise all voting and related rights, including the Owned Common right to sign such Stockholder’s name (solely in its capacity as a stockholder) to any Stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares or grant a consent or approval, at any meeting of solely with respect to the stockholders of the Company matters set forth in Section 1 hereof. Each Stockholder intends this proxy to be irrevocable and in any action by written consent of the stockholders of the Company, coupled with an interest hereunder until the earlier Expiration Date, hereby revokes any proxy previously granted by such Stockholder with respect to the Shares and represents that none of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESsuch previously-granted proxies are irrevocable. The Stockholder hereby revokes all other proxies affirms that the proxy set forth in this Section 6 is given in connection with, and granted in consideration of, and as an inducement to the Company, Terrain and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. The irrevocable proxy and power of attorneysattorney granted herein shall survive the death or incapacity of such Stockholder and the obligations of such Stockholder shall be binding on such Stockholder’s heirs, with respect personal representatives, successors, transferees and assigns. Each Stockholder hereby agrees not to all grant any subsequent powers of the Owned Common Shares that may have heretofore been appointed attorney or granted proxies with respect to any Shares with respect to the matters covered by set forth in Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given 1 until after the Expiration Date. With respect to any Shares that are owned beneficially by the StockholderStockholder but are not held of record by the Stockholder (other than shares beneficially owned by the Stockholder that are held in the name of a bank, except as required by any letter broker or nominee), the Stockholder shall take all action necessary to cause the record holder of transmittal such Shares to grant the irrevocable proxy and take all other actions provided for in connection this Section 6 with respect to such Shares. Notwithstanding anything contained herein to the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such contrary, this irrevocable proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1Expiration Date.

Irrevocable Proxy. The Stockholder Shareholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's officers, appoints Purchaser as Stockholder's attorney, agent the attorney and proxy of such Shareholder, with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote, and otherwise act (by written consent or otherwise) with respect to the Owned Common Shares, all Shares that such Shareholder is entitled to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders shareholders of the Company (whether annual, special or other meeting and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such Shares as set forth in Section 2 hereof; provided that in any such vote or other action by written consent pursuant to such proxy, Purchaser shall not have the right (and such proxy shall not confer the right) to vote to reduce the Merger Price or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the stockholders Company or any shareholders of the Company, until Company (including the earlier of (a)(1Shareholder) the Acceptance Date or (2) the Effective Time or (b) the date of termination of under the Merger AgreementAgreement or to reduce the obligations of Parent or Purchaser thereunder; and provided further, that this proxy shall irrevocably cease to be in effect on the matters described in Section 1.2 and in accordance therewithTermination Date. SUBJECT TO THE FOREGOING, THIS PROXY AND POWER OF ATTORNEY ARE IS IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESINTEREST. The Stockholder Shareholder hereby revokes revokes, effective upon the execution and delivery of this Agreement by the parties hereto, all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common Shares that he may have heretofore been appointed or granted with respect to any matters covered by Section 1.2granted, and no subsequent proxy (whether revocable or irrevocable) or power of attorney (except in furtherance of his obligations under Section 2 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder, except him with respect thereto so long as required by any letter of transmittal this Agreement remains in connection with the Offereffect. The Stockholder agrees Shareholder shall forward to execute Parent and Purchaser any further agreement or form reasonably necessary or appropriate proxy cards that the Shareholder receives with respect to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1Merger Agreement.

Irrevocable Proxy. The (a) In accordance with Section 82(5) of the BVI Business Companies Act, 2004 and Article 64 of the Company’s articles of association, the Management Stockholder hereby irrevocably grants to, and appoints, Parent appoints SAC CBI and any designee of Parent authorized representatives and each of Parent's officers, designees thereof as Stockholder's its lawful proxy and attorney, agent and proxy -in-fact to exercise with full power of substitution in the Management Stockholder’s name and resubstitutionon its behalf, to the full extent of the Management Stockholder's voting rights with respect to the Owned Common Shares, ’s right to vote all of the Owned shares of outstanding Common Shares or grant a consent or approvalStock then (or, as applicable, on the record date for such action) owned by the Management Stockholder at any regular or special meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until or written consent in lieu thereof, in such proxy holder’s sole discretion, on any and all matters, including in favor of or in opposition to directors. This proxy is irrevocable and is coupled with an interest and shall not be terminable as long as this Agreement remains in effect and, if the earlier of (a)(1) Management Stockholder is a natural person, shall not terminate on the Acceptance Date Disability or (2) the Effective Time or (b) the date of termination incompetence of the Merger AgreementManagement Stockholder. The Company is hereby requested and directed to honor this proxy upon its presentation by SAC CBI and any authorized representatives and designees thereof, without any duty of investigation whatsoever on the part of the Company. The Management Stockholder agrees that the Company, including the Company’s officers, directors and employees, shall not be liable to the Management Stockholder for honoring this proxy. If, for any reason, this proxy is unenforceable, the Management Stockholder agrees to vote all shares of outstanding Common Stock then (or, as applicable, on the matters described record date for such action) owned by the Management Stockholder at any regular or special meeting of the stockholders of the Company, or written consent in Section 1.2 lieu thereof, as directed by SAC CBI in SAC CBI’s sole discretion, on any and all matters, including in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESfavor of or in opposition to directors. The Management Stockholder hereby revokes all other proxies and power agrees to renew the granting of attorneysthis proxy every twelve (12) months following the execution of this Agreement, if requested. If requested from time to time by SAC CBI, the Management Stockholder will execute a separate form of proxy consistent with this Section 19(a) that applies with respect to all of the Owned Common Shares that may have heretofore been appointed one or granted with respect more particular matters to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given voted on by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1stockholders.

Irrevocable Proxy. The In the event that any Stockholder shall breach its covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably grants to, and appoints, appointed Parent and any designee of Parent and each of Parent's officers, as Stockholder's the attorney, agent -in-fact and proxy of such Stockholder pursuant to the provisions of Section 212 of the Delaware General Corporation Law, with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote, and otherwise act (by written consent or otherwise) with respect to all shares of Common Stock (including the Owned Common Shares, ) that such Stockholder is entitled to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise to vote such shares as set forth in Section 7.1 above; PROVIDED, that in any such vote or other action by written consent pursuant to such proxy Parent shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to materially adversely affect the rights or benefits of the Company or any stockholders of the CompanyCompany (including the Stockholders) under the Offer or the Merger Agreement or to materially diminish the obligations or to materially increase the rights of Parent and/or Sub thereunder; and PROVIDED FURTHER, until the earlier of that this proxy shall irrevocably cease to be in effect at any time that (a)(1x) the Acceptance Date Offer shall have expired or terminated without any shares of Common Stock being purchased thereunder in violation of the terms of the Offer or the Merger Agreement or (2y) the Effective Time Parent or (b) the date of termination Sub shall be in violation of the Merger terms of this Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IS IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT AND IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO ACCORDANCE WITH THE EXTENT PERMITTED UNDER APPLICABLE PROVISIONS OF SECTION 212(e) OF THE DELAWARE GENERAL CORPORATION LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Each Stockholder hereby revokes all other proxies shall execute and power of attorneys, with respect deliver to all Parent any proxy cards that such Stockholder receives to vote in favor of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant consummation of the Merger. Parent shall deliver to the Secretary of the Company any such proxy contained herein. Such proxy shall automatically terminate upon cards received by it at any meeting called to approve the valid termination consummation of this Agreement in accordance with Section 5.1the Merger.

Irrevocable Proxy. The (a) Upon a failure by a member of the Trian Group to comply with its obligations under Section 3.4 of this Agreement with respect to a specific Stockholder Consent at least 24 hours prior to the applicable meeting date or effective date, as the case may be, then such member of the Trian Group hereby irrevocably grants toconstitutes and appoints the Company’s CEO, CFO, General Counsel or such other person so designated by the Board of Directors of the Company (the “Board”) from time to time, upon the terms and appoints, Parent and any designee of Parent and each of Parent's officersconditions set forth herein, as Stockholder's attorney, agent its attorney and proxy in accordance with the DGCL, with full power of substitution and resubstitutionre-substitution, to cause the full extent Subject Shares that are subject to Section 3.4(a) that it holds of record to be counted as present at any Stockholders’ Meeting where such Stockholders’ Consent is being sought (but without any obligation to vote any other Subject Shares) and to vote the Stockholder's voting rights Additional Shares (but without any obligation to vote any other Subject Shares) at any such Stockholders’ Meeting with respect to the Owned Common Sharesa specific Stockholder Consent, and to vote all the Owned Common Shares or grant a consent or approval, at execute any meeting such specific Stockholders’ Consent presented to such member of the stockholders Trian Group in respect of the Company and in Additional Shares (but without any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted obligation with respect to any matters covered by other Subject Shares), as and to the extent provided in clause (x) of Section 1.2, and no subsequent proxy (whether revocable or irrevocable3.4(b) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offerthis Agreement. The Stockholder agrees powers granted in this Section 3.5 shall also entitle the Company to execute give instructions with respect to such specific Stockholders’ Consent to any further agreement or form reasonably necessary or appropriate nominee through whom the Trian Group may hold Subject Shares that are subject to confirm and effectuate the grant provisions of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination Section 3.4 of this Agreement in accordance Agreement. The Trian Group shall from time to time provide the Company with Section 5.1any nominee information that the Company may require to exercise its rights hereunder.

Irrevocable Proxy. The Subject to the penultimate sentence of this Section 6, by execution of this Agreement, each Stockholder does hereby irrevocably grants to, and appoints, Parent appoint Terrain and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy its designees with full power of substitution and resubstitution, as such Stockholder’s true and lawful attorney and irrevocable proxy, to the full fullest extent of the such Stockholder's voting ’s rights with respect to the Owned Common Shares, to vote and exercise all voting and related rights, including the Owned Common right to sign such Stockholder’s name (solely in its capacity as a stockholder) to any Stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares or grant a consent or approval, at any meeting of solely with respect to the stockholders of the Company matters set forth in Section 1 hereof. Each Stockholder intends this proxy to be irrevocable and in any action by written consent of the stockholders of the Company, coupled with an interest hereunder until the earlier Expiration Date, hereby revokes any proxy previously granted by such Stockholder with respect to the Shares and represents that none of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESsuch previously-granted proxies are irrevocable. The Stockholder hereby revokes all other proxies affirms that the proxy set forth in this Section 6 is given in connection with, and granted in consideration of, and as an inducement to the Company, Terrain and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. The irrevocable proxy and power of attorneysattorney granted herein shall survive the death or incapacity of such Stockholder and the obligations of such Stockholder shall be binding on such Stockholder’s heirs, with respect personal representatives, successors, transferees and assigns. Each Stockholder hereby agrees not to all grant any subsequent powers of the Owned Common Shares that may have heretofore been appointed attorney or granted proxies with respect to any Shares with respect to the matters covered set forth in Section 1 until after the Expiration Date. With respect to any Shares that are owned beneficially by Stockholder but are not held of record by Stockholder (other than shares beneficially owned by Stockholder that are held in the name of a bank, broker or nominee), Stockholder shall take all action necessary to cause the record holder of such Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.26 with respect to such Shares. Notwithstanding anything contained herein to the contrary, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such this irrevocable proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1Expiration Date.

Irrevocable Proxy. The Each Stockholder hereby irrevocably revokes any and all previous proxies granted with respect to its Subject Shares. By entering into this Agreement, each Stockholder hereby grants toa proxy appointing Parent as such Stockholder’s attorney-in-fact and proxy, and appoints, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution substitution, for and resubstitutionin such Stockholders’ name, to (i) represent the full extent Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of the Stockholder's voting rights Company or otherwise) with respect to the Owned Common Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to vote all the Owned Common Shares or grant a consent or approvalin Section 2.01 until, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Companysubject to Applicable Law, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time Date, to the same extent and with the same effect as such Stockholder could do under Applicable Law. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and cause to be done in accordance therewithwith this Agreement. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, Parent may terminate this proxy with respect to all of the Owned Common Shares that may have heretofore been appointed one or granted with respect more Stockholders at any time and from time to any matters covered time at its sole election by Section 1.2, and no subsequent providing written notice to such Stockholder. The foregoing proxy (whether revocable or irrevocable) or power of attorney shall be given deemed to be a proxy coupled with an interest, is irrevocable and shall not be terminated by operation of law or upon the Stockholder, except as required by occurrence of any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of event; provided that the proxy contained herein. Such proxy granted by each Stockholder in accordance with this Section 2.02 shall be deemed revoked automatically terminate upon the valid termination of this Agreement in accordance with its terms. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5.12.02 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 this Agreement. The parties hereto acknowledge and agree that neither Parent, Merger Sub nor any of their respective Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to any Stockholder or any of their Affiliates, in connection with or as a result of the exercise of the powers granted to Parent by this Agreement.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent thereof and each of Parent's ’s officers, as Stockholder's ’s attorney, agent and proxy (such grants and appointment, the “Irrevocable Proxy”), with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote and otherwise act with respect to all of the Owned Common Shares, Shares that Stockholder has the right to so vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of the termination of the Merger Agreement, on the matters described and in the manner specified in Section 1.2 and in accordance therewith2.1. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESOF THE SHARES IN BREACH OF THIS AGREEMENT. The Stockholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.22.1, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given (and if given, shall not be effective) by Stockholder with respect to any of the Stockholder, except as required matters covered by any letter of transmittal Section 2.1. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.2 is given in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant execution of the Merger Agreement, and that such irrevocable proxy contained herein. Such proxy shall automatically terminate upon is given to secure the valid termination performance of the duties of Stockholder under this Agreement in accordance with Section 5.1Agreement.

Irrevocable Proxy. The Stockholder By executing this Agreement, each Holder does hereby irrevocably grants to, appoint Xxxxxx X. Xxxxxxxxx and appoints, Parent and any designee of Parent Xxxxxxx Xxxxxxxx and each of Parent's officersindividually, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, as such Holder’s true and lawful attorney and irrevocable proxy, to the full fullest extent of the Stockholder's voting such Holder’s rights with respect to the Owned Remainder Preferred Shares and Post-Initial Conversion Common Shares, to vote all the Owned vote, and to execute written consents with respect to, each of such Remainder Preferred Shares and Post-Initial Conversion Common Shares or grant a consent or approvalsolely with respect to the matters set forth in Section 7 and Section 9 hereof. Each Holder intends for this proxy to be irrevocable and coupled with an interest hereunder until (x) with respect to the Post-Initial Conversion Common Shares, at any meeting of the stockholders of business day following the Company Stockholders Meeting (the “Expiration Time”) and in any action by written consent of (y) with respect to the stockholders of the CompanyRemainder Preferred Shares, until the earlier of (a)(1) date that no Series A Preferred Stock is outstanding. Each Holder affirms that the Acceptance Date or (2) irrevocable proxy is given to the Effective Time or (b) Company by such Holder to secure the date of termination performance of the Merger duties of such Holder under this Agreement. Each Holder shall not to grant any subsequent proxies to, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY ANDor enter into any agreement with, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, any person or entity to vote or give voting instructions with respect to all of the Owned Post-Initial Conversion Common Shares and the Remainder Preferred Shares in any manner inconsistent with the terms of this irrevocable proxy until after the Expiration Time or the date that may have heretofore been appointed or granted no Series A Preferred Stock is outstanding, as applicable. Notwithstanding anything contained herein to the contrary, this irrevocable proxy (1) with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy Post-Initial Conversion Common Shares shall automatically terminate upon the valid termination Expiration Time and (2) with respect to the Remainder Preferred Shares shall automatically terminate on the date that no Series A Preferred Stock is outstanding. Except for the proxy granted by each Holder in connection with the 2020 Annual Meeting of Stockholders of the Company to be held on June 16, 2020, each Holder hereby revokes any proxies or powers of attorney previously granted with respect to the Series A Preferred Stock and the Common Stock to the extent necessary to grant the proxy included in this Agreement Section 8 with respect to the Covered Proposals and matters related thereto and matters set out in accordance Section 9 hereof, and represents that none of such previously granted proxies or powers of attorney is irrevocable; provided, however, that no proxy or power of attorney from Xxxxxxxxx to Coliseum Capital Management, LLC (“CCM”), or any of its affiliates relating to the Series A Preferred Stock or the Common Stock shall be revoked. The Company may terminate this proxy with Section 5.1respect to a Holder at any time in its sole discretion by written notice provided to such Holder.

Irrevocable Proxy. The Stockholder hereby irrevocably grants toSolely with respect to the matters described in Section 1.1, each Shareholder constitutes and appointsappoints the Chief Financial Officer of the Company, Parent from and any designee after the date hereof until the earlier to occur of Parent the Effective Time and each the termination of Parent's officersthis Agreement pursuant to Section 6 (at which point such constitution and appointment shall automatically be revoked), as Stockholder's such Shareholder’s attorney, agent and proxy (each such constitution and appointment, an “Irrevocable Proxy”), with full power of substitution substitution, for and resubstitutionin the name, place and stead of such Shareholder, to the full extent of the Stockholder's voting rights vote and otherwise act with respect to the Owned Common Shares, to vote all the Owned Common of such Shareholder’s Subject Shares or grant a consent or approval, at any annual, special or other meeting of the stockholders shareholders of the Company Company, and at any adjournment or adjournments or postponement thereof, and in any action by written consent of the stockholders shareholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described and in the manner specified in Section 1.2 and in accordance therewith1.1. THIS EACH SUCH PROXY AND POWER OF ATTORNEY ARE IS IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE SUCH STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESOF ITS SUBJECT SHARES IN BREACH OF THIS AGREEMENT. The Stockholder Each Shareholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common such Shareholder’s Subject Shares that may have heretofore been appointed or granted with respect to any the matters covered by Section 1.21.1, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given (and if given, shall not be effective) by such Shareholder with respect thereto on the Stockholder, except as required matters covered by Section 1.1. All authority herein conferred or agreed to be conferred by any letter Shareholder shall survive the death or incapacity of transmittal in connection with such Shareholder and any obligation of any Shareholder under this Agreement shall be binding upon the Offerheirs, personal representatives, successors and assigns of such Shareholder. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate It is agreed that the grant Chief Financial Officer of the proxy contained herein. Such proxy shall automatically terminate upon Company will not use the valid termination Irrevocable Proxy granted by any Shareholder unless such Shareholder fails to comply with Section 1.1 and that, to the extent the Chief Financial Officer of this Agreement the Company uses any such Irrevocable Proxy, he will only vote the Subject Shares subject to such Irrevocable Proxy with respect to the matters specified in, and in accordance with the provisions of, Section 5.11.1.

Irrevocable Proxy. The Each Stockholder hereby irrevocably grants to, and appoints, appoints Parent and any designee of Parent and Parent, each of Parent's officersthem individually, each such Stockholder’s proxy and attorney-in-fact for and on behalf of such Stockholder pursuant to the provisions of Section 212 of the General Corporation Law of the State of Delaware, as Stockholder's attorneyamended, agent and proxy with full power of substitution and resubstitutionre-substitution, to the full extent of the attend and to vote and act on each such Stockholder's voting rights ’s behalf and in each such Stockholder’s name, place and stead with respect to the such Stockholder’s Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any annual, special or other meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until and at any adjournment or postponement of any such meeting, held during the earlier term of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger this Agreement, on and to act by written consent (including the execution and delivery of any written consent) with respect to each such Stockholder’s Owned Shares, in all events and at all times during the term of this Agreement with respect to the matters described in Section 1.2 referred to in, and in accordance therewithwith, Section 3(a) hereof. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY ANDEach Stockholder affirms that this proxy is coupled with an interest, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given irrevocable and shall not be terminated by operation of law or upon the Stockholder, except as required by occurrence of any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon other event other than the valid termination of this Agreement. Each Stockholder affirms that this irrevocable proxy set forth in this Section 4 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 such Stockholder under Section 3(a) hereof. Each Stockholder agrees to expeditiously take and shall expeditiously take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy, including, without limitation, issuing, expeditiously executing and delivering any directions or legal proxies to the applicable record holder of such Stockholder’s Owned Shares. Except in order to vote the Owned Shares in accordance with Section 5.13(a), each Stockholder covenants and agrees not to grant any subsequent proxy with respect to such Stockholder’s Owned Shares, and further covenants and agrees that any such proxy, if granted, shall not be valid or effective.

Irrevocable Proxy. The Subject to and to the extent permitted by the laws of the State of Texas, each Stockholder hereby irrevocably grants to, and appoints, appoints Parent and any designee of Parent authorized representatives and each of Parent's officers, designees thereof as Stockholder's its lawful proxy and attorney, agent and proxy -in-fact to exercise with full power of substitution in such Stockholder’s name and resubstitution, to the full extent of the on its behalf such Stockholder's voting rights with respect to the Owned Common Shares, ’s right to vote all of the Owned Common Shares or grant a consent or approval, shares of outstanding Stock owned by the Stockholder at any regular or special meeting of the stockholders of the Company for the express purpose of electing any one or more members to the Board or approving any Change in Control transaction or agreement. If voting under such proxy Parent and any authorized representatives and designees thereof shall vote under this proxy on behalf of each such Stockholder in the same manner as Parent votes any action outstanding shares of Stock owned by written consent it at any such regular or special meeting of the stockholders of the Company for the express purpose of electing any one or more members to the Board or approving any Change in Control transaction or agreement. This proxy is irrevocable and is coupled with an interest and shall not be terminable as long as this Agreement remains effective among the parties hereto, their successors, transferees and assigns and, if such Stockholder is a natural person, shall not terminate on the disability or incompetence of such Stockholder. The Company is hereby requested and directed to honor this proxy upon its presentation by Parent and any authorized representatives and designees thereof, without any duty of investigation whatsoever on the part of the Company. Each such Stockholder agrees that the Company, until and the Company’s secretary shall not be liable to such Stockholder for so honoring this proxy. This Section 15 shall be terminable by Stockholder upon the earlier of (a)(1x) a Qualified Public Offering, (y) the Acceptance fifth anniversary of the Commencement Date or and (2z) the Effective Time or (b) the date occurrence of termination of the Merger Agreement, a Change in Control. [Signatures on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1next page.]

Irrevocable Proxy. The Stockholder Each party to this Agreement hereby irrevocably grants toconstitutes and appoints the other parties hereto, and appoints, Parent and any designee of Parent and each of Parent's officersthem, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitutionsubstitution, to as the full extent proxies of the Stockholder's voting rights party with respect to the Owned Common Sharesmatters set forth herein, including without limitation, election of persons as members of the Board in accordance with Section 1 hereto, votes to increase authorized shares pursuant to Section 1 hereof and votes regarding any Sale of the Company pursuant to Section 2 hereof, and hereby authorizes each of them to represent and to vote, if and only if the party (a) fails to vote or (b) 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 the Owned Common of such party’s Shares or grant a consent or approval, at any meeting in favor of the stockholders 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 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. The proxy 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, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 3.4 hereof. Each party hereto hereby revokes any action by written consent and all previous proxies with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 3.4 hereof, purport to grant any other proxy or power of attorney with respect to any of the stockholders Shares, deposit any of the CompanyShares into a voting trust or enter into any agreement (other than this Agreement), until arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the earlier voting of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination any of the Merger AgreementShares, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneyseach case, with respect to all any of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained set forth herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1.

Irrevocable Proxy. The Stockholder Each Pledgor hereby irrevocably grants torevokes all previous proxies ----------------- with regard to the Pledged Limited Liability Company Interests and, subject to any necessary prior approval of the FCC, appoints the Agent as its proxy-holder and attorney-in-fact to attend and vote at any and all meetings of the members of the Pledged Entities (whether or not such Pledged Limited Liability Company Interests are transferred into the name of the Agent), and appointsany adjournments thereof, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares held on or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) after the date of termination the giving of the Merger Agreement, on the matters described in Section 1.2 this proxy and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant all written consents, waivers and ratifications of the Pledged Entities executed on or after the date of the giving of this proxy contained herein. Such proxy shall automatically terminate upon and prior to the valid termination of this Agreement proxy with the same effect as if such Pledgor had personally attended the meetings or had personally voted on its Limited Liability Company Interests or had personally signed the consents, waivers or ratifications; provided, however, that the Agent as proxy-holder shall have rights hereunder -------- ------- only upon the occurrence and during the continuance of an Event of Default and subject to Section 14(j) hereof. Each Pledgor hereby authorizes the Agent to substitute another Person (which Person shall be a successor to the rights of the Agent hereunder, a nominee appointed by the Agent to serve as proxy-holder, or otherwise as approved by such Pledgor in accordance writing, such approval not to be unreasonably withheld) as the proxy-holder and, upon the occurrence or during the continuance of any Event of Default, hereby authorizes and directs the proxy-holder to file this proxy and the substitution instrument with Section 5.1the appropriate officer of the Pledged Entity. This proxy is coupled with an interest and is irrevocable until such time as no part of any Commitment remains outstanding and all Obligations have been indefeasibly paid in full.

Irrevocable Proxy. The Except as otherwise provided in this Section 6, by execution of this Agreement, Stockholder does hereby irrevocably grants to, and appoints, Parent appoint the Company and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the full fullest extent of the Stockholder's voting ’s rights with respect to the Owned Common Shares, to vote and exercise all voting and related rights, including the Owned Common Shares right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or grant a consent otherwise does not perform his, her or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger its obligations under this Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares and represents that none of such previously-granted proxies are irrevocable. Stockholder hereby affirms that: (i) the proxy set forth in this Section 6 is given in connection with, and granted in consideration of, and as an inducement to Parent and the Company to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Owned Common Shares that may have heretofore been appointed Stockholder under Section 1 and (ii) the irrevocable proxy and power of attorney granted herein shall survive the death or granted incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder xxxxxx agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares with respect to the matters covered by set forth in Section 1.21 until after the Expiration Date. Notwithstanding anything contained herein to the contrary, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such this irrevocable proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1Expiration Date.

Irrevocable Proxy. The Solely with respect to the matters described in Section 1.1, and subject to Section 1.4 below, if Stockholder has not taken a Qualifying Action (as defined below) on or prior to the fifth (5th) Business Day prior to the Special Meeting (including any adjournments or postponements thereof) or any other meeting, date or event upon which stockholders of the Company will be asked to vote with respect to the matters described in Section 1.1 (such meeting, date or event, the “Voting Event”), Stockholder hereby irrevocably grants to, (to the fullest extent permitted by law and appoints, subject to the termination of this Agreement as set forth in Section 1.4) appoints Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and its proxy with full power of substitution (which proxy is irrevocable and resubstitutionwhich appointment is coupled with an interest, to the full extent including for purposes of all applicable provisions of the Stockholder's voting rights with respect to the Owned Common Shares, Delaware General Corporation Law) to vote in its discretion all the Owned Common Subject Shares or grant a consent or approval, at any meeting owned by Stockholder beneficially and of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, record solely on the matters described in Section 1.2 1.1 effective from and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies after the third (3rd) Business Day prior to the Voting Event and power of attorneys, with respect to all until the date of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offerapplicable Voting Event. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such “Qualifying Action” means either (a) the delivery by Stockholder or the Company to Parent of a copy of such Stockholder’s duly executed and valid proxy shall automatically terminate upon (and any amendment of such proxy) with respect to the valid termination of Special Meeting or other Voting Event, provided the votes reflected in such proxy or amendment thereof are consistent with Stockholder’s voting obligations under this Agreement with respect to the matter(s) in question or (b) the delivery by Stockholder to Parent of a written certificate signed by Stockholder certifying that Stockholder shall attend the Special Meeting or other Voting Event in person (if a meeting of stockholders) and vote the Subject Shares in accordance with Section 5.11.1 hereof, provided that in the event that a Qualifying Action is subsequently rescinded, revoked or modified in any manner inconsistent with the requirements of Section 1.1, or if Stockholder does not attend and vote as required hereunder at any Voting Event, Stockholder shall be deemed to have affirmed as of the time of the Voting Event the proxy with respect to the Subject Shares granted in this Section (notwithstanding any other action taken since the date hereof) and Parent (or its designee) shall be entitled to the proxy and vote the Subject Shares in its discretion at or in connection with the applicable Voting Event.

Irrevocable Proxy. The Solely with respect to the matters described in Section 1.1, each Stockholder hereby irrevocably grants toconstitutes and appoints the Company, its general counsel, each member of the Special Committee and such other persons as the Special Committee may designate, and appointsin the case of the Xxxxxxx Xxxx Foundation, Parent and any designee of Parent the Principal Stockholder, and each of Parent's officersthem, from and after the date hereof until the earlier to occur of the Effective Time and the termination of this Agreement pursuant to Section 7 (at which point such constitution and appointment shall automatically be revoked), as such Stockholder's ’s attorney, agent and proxy (each such constitution and appointment, an “Irrevocable Proxy”), with full power of substitution substitution, for and resubstitutionin the name, place and stead of such Stockholder, to the full extent of the Stockholder's voting rights vote and otherwise act with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, of such Stockholder’s Subject Securities at any annual, special or other meeting of the stockholders of the Company Company, and at any adjournment or adjournments or postponement thereof, and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described and in the manner specified in Section 1.2 and in accordance therewith1.1. THIS EACH SUCH PROXY AND POWER OF ATTORNEY ARE IS IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE SUCH STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESOF ITS SUBJECT SECURITIES IN BREACH OF THIS AGREEMENT. The Each Stockholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common Shares such Stockholder’s Subject Securities that may have heretofore been appointed or granted with respect to any the matters covered by Section 1.21.1, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given (and if given, shall not be effective) by such Stockholder with respect thereto on the Stockholder, except as required matters covered by Section 1.1. All authority herein conferred or agreed to be conferred by any letter Stockholder shall survive the death or incapacity of transmittal in connection with the Offer. The such Stockholder agrees to execute and any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant obligation of the proxy contained herein. Such proxy any Stockholder under this Agreement shall automatically terminate be binding upon the valid termination heirs, personal representatives, successors and assigns of this Agreement such Stockholder. It is agreed that the Company will not use the Irrevocable Proxy granted by any Stockholder unless such Stockholder fails to comply with Section 1.1 and that, to the extent the Company uses any such Irrevocable Proxy, it will only vote the Subject Securities subject to such Irrevocable Proxy with respect to the matters specified in, and in accordance with the provisions of, Section 5.11.1.

Irrevocable Proxy. The In order to ensure that the voting agreement set forth in Section 1.1 and the other obligations of each Stockholder hereunder will be carried out, each Stockholder hereby irrevocably grants an irrevocable proxy, coupled with an interest, in the form attached hereto as Exhibit A (the "Irrevocable Proxy") to, and appoints, Parent hereby constitutes and any designee of Parent appoints AMCON and each of Parent's officers, its officers as such Stockholder's attorney, agent sole and exclusive attorney and proxy pursuant to the provisions of Section 414-33(c) of the Hawaii Business Corporations Act, with full power of substitution substitution, (a) to vote and resubstitution, to the full extent of the Stockholder's voting rights otherwise act (by written consent or otherwise) with respect to the Owned Common Shares, Shares and the Other Securities which such Stockholder is entitled to vote all at the Owned Common Shares or grant a consent or approval, at Company Stockholders Meeting and any other meeting of the stockholders Company Stockholders, or pursuant to any written consent in lieu of a meeting of the Company Stockholders, and at any adjournment or postponement thereof on the matters and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or manner specified in Section 1.1 and (b) the date of termination to execute and deliver any and all further consents, instruments or other agreements or documents and take any and all such reasonable actions in connection with or in furtherance of the Merger Agreement, on the matters described obligations of such Stockholder set forth in Section 1.2 this Agreement and in accordance therewithfurtherance of each of the transactions. THIS PROXY AND POWER OF ATTORNEY ARE IS IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESINTEREST. The Such Stockholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common Shares and the Other Securities that such Stockholder may have heretofore been appointed or granted with respect to any matters covered by Section 1.2that would prevent such Stockholder from performing its obligations hereunder, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by such Stockholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the Stockholder, except as required by death or incapacity of any letter Stockholder and any obligation of transmittal in connection with the Offer. The such Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy under this Agreement shall automatically terminate be binding upon the valid termination heirs, personal representatives, successors and permitted assigns of this Agreement in accordance with Section 5.1such Stockholder.

Irrevocable Proxy. The Stockholder At all times prior to the Termination Date, (a) Shareholder hereby irrevocably grants to, and appoints, Parent to the Company (and any designee of Parent the Company) a proxy (and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to appoints the full extent Company or any such designee of the Stockholder's Company as its attorney-in-fact) to appear, cause to be counted, vote, and to exercise all voting and consent rights of Shareholder with respect to, the Covered Shares (including, without limitation, the power to the Owned Common Sharesexecute and deliver written consents) in accordance with, to vote all the Owned Common Shares or grant a consent or approvaland solely with respect to, Subsection 1(a)(i) at any meeting of the stockholders shareholders of the Company (whether annual, special or otherwise and whether or not an adjourned or postponed meeting) at which any of the transactions, actions or proposals contemplated by Subsection 1(a)(i) are or will be considered and in any action by every written consent in lieu of such meeting and (b) such proxy and appointment shall (i) be irrevocable in accordance with the provisions of Bermuda law, (ii) be coupled with an interest, and (iii) survive the dissolution, bankruptcy or other incapacity of Shareholder; provided, that Shareholder’s grant of the stockholders proxy contemplated by this Section 24 shall be effective if, and only if, Shareholder has not delivered to the Company at least five (5) Business Days prior to the meeting at which any of the matters described in Subsection 1(a)(i) are to be considered, or within five (5) Business Days after any request for a written consent in lieu of such meeting addressing any of the matters described in Subsection 1(a)(i), a duly executed proxy card directing that all of the Covered Shares of Shareholder be voted in accordance with Subsection 1(a)(i); provided, further, that any grant of such proxy shall not grant the Company (or any designee of the Company, until the earlier of (a)(1) the Acceptance Date or (2) right, and Shareholder shall retain the Effective Time or (b) authority, to vote on all other matters, including those matters contemplated by Subsection 1(a)(ii). Shareholder hereby represents that any proxies heretofore given in respect of any of the date of termination Covered Shares, if any, are revocable, and hereby revokes all such proxies, and that Shareholder agrees not to grant any subsequent proxies with respect to any Covered Shares at any time prior to the Termination Date, except to comply with its obligations under Section 1. Shareholder hereby affirms that the irrevocable proxy set forth in this Section 24, if it becomes effective, is given in connection with the execution of the Merger Agreement, on and that such irrevocable proxy is given to secure the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all performance of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power duties of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of Shareholder under this Agreement in accordance with Section 5.1Agreement.

Irrevocable Proxy. The Stockholder Each Grantor hereby irrevocably grants torevokes all previous proxies ----------------- with regard to the Pledged Securities and the Pledged Limited Liability Company Interests and, subject to any necessary prior approval of the FCC, appoints the Agent as its proxyholder and attorney-in-fact to (i) attend and vote at any and all meetings of the shareholders of the corporation(s) which issued the Pledged Securities (whether or not transferred into the name of the Agent), and appointsany adjournments thereof, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares held on or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) after the date of the giving of this proxy and prior to the termination of the Merger Agreement, on the matters described in Section 1.2 this proxy and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement and all written consents, waivers and ratifications of shareholders of such corporation(s) executed on or form reasonably necessary or appropriate to confirm and effectuate after the grant date of the giving of this proxy contained herein. Such proxy shall automatically terminate upon and prior to the valid termination of this Agreement proxy, with the same effect as if such Grantor had personally attended the meetings or had personally voted its shares or had personally signed the written consents, waivers or ratification, and (ii) to attend and vote at any and all meetings of the members of the Pledged Entities (whether or not such Pledged Limited Liability Company Interests are transferred into the name of the Agent), and any adjournments thereof, held on or after the date of the giving of this proxy and to execute any and all written consents, waivers and ratifications of the Pledged Entities executed on or after the date of the giving of this proxy and prior to the termination of this proxy with the same effect as if such Grantor had personally attended the meetings or had personally voted on its Limited Liability Company Interests or had personally signed the consents, waivers or ratifications; provided, however, that the Agent -------- ------- as proxyholder shall have rights hereunder only upon the occurrence and during the continuance of an Event of Default and subject to Section 16(j) hereof. Each Grantor hereby authorizes the Agent to substitute another Person (which Person shall be a successor to the rights of the Agent hereunder, a nominee appointed by the Agent to serve as proxyholder, or otherwise as approved by such Grantor in accordance writing, such approval not to be unreasonably withheld) as the proxyholder and, upon the occurrence or during the continuance of any Event of Default, hereby authorizes and directs the proxyholder to file this proxy and the substitution instrument with Section 5.1the secretary of the appropriate corporation. This proxy is coupled with an interest and is irrevocable until such time as no part of any Commitment remains outstanding, all Obligations have been indefeasibly paid in full and no Letter of Credit remains outstanding.

Irrevocable Proxy. (a) The Stockholder Investor hereby irrevocably grants toconstitutes and appoints the duly-appointed Secretary of the Company from time to time (the “Proxy Holder”) as the sole and exclusive proxy for the Investor, and appoints, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution substitution, resubstitution and resubstitutionrevocation, to the full extent attend all meetings of the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until to cast all votes that the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, undersigned is entitled to cast with respect to the Excess Securities, and to otherwise represent the undersigned with respect to the Excess Securities with all powers that the undersigned would have if personally present at any meeting of stockholders of the Owned Common Shares Company, in each case, in a manner that may have heretofore been appointed is proportionate to the manner in which all holders of shares of voting securities vote in respect of any given matter (other than those shares of voting securities held by the Investor or any of its Affiliates). The Investor irrevocably appoints the Proxy Holder, with full power of substitution, appointment and revocation, in its name, place and stead, as the undersigned’s true and lawful representative, attorney-in-fact and agent, to make, execute, sign, acknowledge, verify, swear to and deliver any consent of stockholders of the Company with respect to the Excess Securities and to do and perform each and every act and thing as fully as the undersigned might or could do as a holder of the Excess Securities, in each case, in a manner that is proportionate to the manner in which all holders of shares of voting securities vote in respect of any given matter (other than those shares of voting securities held by the Investor or any of its Affiliates). This proxy and power-of-attorney are expressly limited to the Excess Shares, and no rights are granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by shares other than the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1Excess Shares.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's voting rights Solely with respect to the Owned Common Sharesmatters described in Section 1.1, if the Stockholder has not taken a Qualifying Action (as defined below) on or prior to the fifth business day prior to the Stockholders Meeting, the Stockholder hereby irrevocably appoints (and if such Stockholder holds any Voting Shares through a nominee, such Stockholder shall timely cause and direct such nominee holder to irrevocably appoint) Parent as its proxy (which proxy is and shall be irrevocable to the extent provided in Section 212 of the Delaware General Corporation Law (the “DGCL”) and which appointment is coupled with an interest for purposes of Section 212 of the DGCL) to vote all the Owned Common Voting Shares or grant a consent or approval, at any meeting owned by such Stockholder beneficially and/or of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, record solely on the matters described in Section 1.2 1.1, and in accordance therewith, effective from and after such fifth business day prior to the Stockholders Meeting and until the Termination Date. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Each Stockholder agrees to execute (or to cause any nominee holder to execute) any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such “Qualifying Action” means either (a) the delivery by or on behalf of the Stockholder to Parent of a copy of such Stockholder’s (or its nominee holder’s) duly executed and valid proxy shall automatically terminate upon (and any amendment of such proxy) with respect to the valid termination Stockholders Meeting, provided the votes authorized in such proxy or amendment thereof are consistent with the terms of this Agreement and such proxy or amendment thereof is otherwise consistent with this Agreement or (b) the delivery by each Stockholder to Parent of a written certificate by one of its duly authorized individuals certifying that such Stockholder (or its nominee holder) shall attend the Stockholders Meeting in person and vote (or cause the voting of) its Voting Shares in accordance with Section 5.11.1 hereof, provided, that in the event that a Qualifying Action is subsequently rescinded, revoked or modified in any manner inconsistent with the requirements of Section 1.1, such action shall no longer be a Qualifying Action, and Parent shall have the proxy described in this Section 1.3 with respect to such Stockholder’s Voting Shares.

Irrevocable Proxy. The Stockholder Subject to the penultimate sentence of this Section 6, by execution of this Agreement, each Shareholder does hereby irrevocably grants to, and appoints, Parent appoint the Company and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy its designees with full power of substitution and resubstitution, as such Shareholder’s true and lawful attorney and irrevocable proxy, to the full fullest extent of the Stockholder's voting such Shareholder’s rights with respect to the Owned Common Shares, to vote and exercise all voting and related rights, including the Owned Common Shares right to sign such Shareholder’s name (solely in its capacity as a Shareholder) to any Shareholder consent, if Shareholder is unable to perform or grant a consent otherwise does not perform his, her or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger its obligations under this Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all such Shares solely with respect to the matters set forth in Section 1 hereof. Each Shareholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by such Shareholder with respect to the Shares and represents that none of such previously-granted proxies are irrevocable. The Shareholder hereby affirms that the proxy set forth in this Section 6 is given in connection with, and granted in consideration of, and as an inducement to the Company, Vibrant and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Owned Common Shares that may have heretofore been appointed Shareholder under Section 1. The irrevocable proxy and power of attorney granted herein shall survive the death or granted incapacity of such Shareholder and the obligations of such Shareholder shall be binding on such Shareholder’s heirs, personal representatives, successors, transferees and assigns. Each Shareholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares with respect to the matters covered by set forth in Section 1.21 until after the Expiration Date. Notwithstanding anything contained herein to the contrary, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such this irrevocable proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1Expiration Date.

Irrevocable Proxy. The Stockholder Each Shareholder hereby irrevocably grants to, constitutes and appoints, appoints Parent and or any designee of Parent and each of Parent's officersthe lawful agent, as Stockholder's attorney, agent attorney and proxy with full power of substitution and resubstitution, to such Shareholder during the full extent term of the Stockholder's voting rights with respect to the Owned Common Sharesthis Agreement, to vote all of his, her or its Shares (excluding the Owned Excluded Reade Shares") and Additional Shares and, in the case of Xxxxx Xxxxx, all shares of Company Common Shares or grant a consent or approval, Stock owned by Xxxxxx X. Xxxxx that he has an irrevocable proxy to vote (the "Stone Shares") at any meeting of the stockholders of the Company and or in connection with any action by written consent of the stockholders Company's shareholders (a) in favor of the CompanyMerger, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination in favor of the Merger Agreement, as such may be modified or amended from time to time, (c) against any Acquisition Transaction (other than the Merger) or other merger, sale, or other business combination between the Company and any other person or entity or any other action which would make it impractical for Parent to effect a merger or other business combination of the Company with Parent or Sub, and (d) against any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which would result in any of the Company's obligations under the Merger Agreement not being fulfilled. This proxy shall not authorize Parent to vote the Shares of the Stone Shares on any matters other than those specified above which may be presented to the Company's shareholders at any meeting or in connection with any written consent of the Company's shareholders. This power of attorney is irrevocable, is granted in consideration of Parent entering into the Merger Agreement and is coupled with an interest sufficient in law to support an irrevocable power. This appointment shall revoke all prior attorneys and proxies appointed by any Shareholder at any time with respect to the Shares or the Stone Shares and the matters described set forth in Section 1.2 clauses (a) through (d) above and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY ANDno subsequent attorneys or proxies will be appointed by such Shareholder, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneysor be effective, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1thereto.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's ’s officers, as Stockholder's ’s attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's Stockholders’ voting rights with respect to the Owned Common Shares and the Restricted Shares, to vote all the Owned Common Shares and the Restricted Shares or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date acceptance of Shares pursuant to the Offer or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 1.2, and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN AND IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares and the Restricted Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1.

Irrevocable Proxy. The (a) Until this Agreement is terminated, each Stockholder (i) hereby irrevocably grants agrees to vote, and/or act by written consent with respect to, the Subject Shares, if any, owned by such Stockholder at any annual, special or other meeting of the holders of shares of the Company's capital stock and appoints, Parent and at any designee adjournment or postponement thereof or pursuant to any written consent in lieu of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitutiona meeting, to the full fullest extent that the Subject Shares are entitled to be voted, in favor of the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination adoption of the Merger Agreement, on approval of the matters described Mergers and any other transactions contemplated by the Merger Agreement and (ii) in Section 1.2 furtherance of the foregoing, hereby irrevocably appoints Ameritrade, its officers, agents and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY ANDnominees, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and with full power of attorneyssubstitution, as proxy for and attorney in fact of the Stockholder to act with respect to all and to vote, and/or act by written consent with respect to, the Subject Shares, if any, owned by the Stockholder for and in the name, place and stead of such Stockholder at any annual, special or other meeting of the Owned Common holders of shares of the Company's capital stock and at any adjournment or postponement thereof or pursuant to any written consent in lieu of a meeting, to the fullest extent that the Subject Shares are entitled to be voted, in favor of the adoption of the Merger Agreement, approval of the Mergers and any other transactions contemplated by the Merger Agreement; provided, that Ameritrade or its officers and nominees may exercise this irrevocable proxy only if such Stockholder fails to comply with the terms of this Section 1(a)(i).. In all other matters, the Subject Shares shall be voted by and in the manner determined by the Stockholder. Each Stockholder hereby represents that he has not heretofore granted an irrevocable proxy with respect to the Subject Shares and hereby revokes any and all proxies which may heretofore have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the StockholderSubject Shares, except as required by any letter of transmittal set forth in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1.Annex A.

Irrevocable Proxy. The In the event a Stockholder hereby irrevocably grants toshall fail (whether willfully, and appointsnegligently or inadvertently) to comply with the provisions of Section 1.01 hereof as determined by Oak Hill in its reasonable judgment (a "Defaulting Stockholder"), Parent and such Stockholder agrees that such failure shall constitute, without any designee further action by such Stockholder, the irrevocable appointment of Parent and each Oak Hill, until termination of Parent's officersthis Agreement, as such Stockholder's attorney, agent attorney and proxy pursuant to the provisions of Section 615 of the Maine Business Corporation Act, with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote, and otherwise act (by written consent or otherwise) with respect to the Owned Common Shares, Shares which such Stockholder is entitled to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or unanimous consent in lieu of any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date such meeting or (2) the Effective Time or (b) the date of termination of the Merger Agreementotherwise, on the matters described and in the manner specified in Section 1.2 and in accordance therewith1.01 hereof. THIS PROXY AND POWER OF ATTORNEY ARE IS IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESINTEREST. The Each Stockholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common Shares that which such Stockholder may have heretofore been appointed or granted to the extent any such proxy conflicts with the proxy granted hereunder, and with respect to the revocation made concerning Shares beneficially owned by Xx. Xxxxx, to the extent this Agreement requires, ING expressly acknowledges and agrees to such revocation; provided that, subject to Article III, such acknowledgment and agreement shall in no way alter any matters covered existing or future rights of ING with respect to the pledge of Class A Common Stock and Common Stock granted to it by Section 1.2, and no Xx. Xxxxx. No subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by such Stockholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of each Stockholder and any obligation of a Stockholder under this Agreement shall be binding upon the heirs, personal representatives and successors of such Stockholder. Oak Hill may effect its rights to exercise the proxy pursuant to this Section 1.02 without notice to any Defaulting Stockholder, and the Company shall accept any such proxy delivered to the Company by Oak Hill with respect to a vote or stockholder action referred to in Section 1.01 and such proxy shall override any purported vote or action by the relevant Defaulting Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1.

Irrevocable Proxy. The Stockholder Each Shareholder, intending to create an irrevocable proxy under Ind. Code § 23-1-30-3(e), hereby irrevocably and unconditionally grants to, and appoints, Parent and any designee of Parent and each of Parent's officers, the Contributor as Stockholder's its attorney, agent -in-fact and proxy with full power of substitution and resubstitutionresubstitution for and in the name, place and stead of Shareholder, to vote or cause to be voted (including by proxy or written consent, if applicable) the Owned Shares in accordance with the Required Votes, to the full extent of the Stockholder's such Shareholder’s voting rights with respect to such Shareholder’s Owned Shares (which proxy is irrevocable and which appointment is coupled with an interest, but for the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting avoidance of the stockholders of the Company doubt shall be deemed terminated and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted released with respect to any matters covered by shares sold or transferred on or after the date hereof in compliance with Section 1.24.7). Shareholder hereby represents that any proxies heretofore given in respect of the Owned Shares, if any, are revocable and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholderhereby revokes such proxies. Upon Contributor’s reasonable request, except as required by any letter of transmittal in connection with the Offer. The Stockholder each Shareholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such herein and if, for any reason, the proxy shall automatically terminate upon granted herein is not irrevocable, then Shareholder agrees, until the valid termination of this Agreement in accordance with Section 5.1, to vote the Owned Shares in accordance with the Required Vote as instructed by Contributor in writing. The proxy granted by each Shareholder in this Section 1.2 shall remain valid until the earlier of (i) the time that the Company Shareholder Approval Threshold has been obtained with respect to all Company Shareholder Approval Matters or (ii) the termination of this Agreement in accordance with Section 5.1, immediately upon which each such proxy shall automatically terminate without any further action required by any person. Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Exchange Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Shareholder under this Agreement. Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable. The parties agree that the foregoing is a voting agreement.

Irrevocable Proxy. The Stockholder hereby irrevocably grants torevokes any and all previous proxies and powers of attorney granted with respect to the Shares, and appointsthe Stockholder shall not grant any subsequent proxy or power of attorney with respect to the Shares, Parent and except as set forth in this Agreement or required by a letter of transmittal. By entering into this Agreement, subject to the last sentence of this Section 1(b), the Stockholder hereby grants, or agrees to cause the applicable record holder to grant, a proxy appointing Parent, any designee of Parent and each of Parent's ’s officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of as the Stockholder's voting rights ’s attorney-in-fact and proxy, for and in the Stockholder’s name, to be counted as present, vote, express consent or dissent with respect to the Owned Common SharesShares for the purposes set forth in Section 1(a). The proxy granted by the Stockholder pursuant to this Section 1(b) is, subject to vote all the Owned Common Shares or grant a consent or approvallast sentence of this Section 1(b), at any meeting irrevocable and is coupled with an interest, in accordance with Section 212(e) of the stockholders DGCL, and is granted in order to secure the Stockholder’s performance under this Agreement and also in consideration of the Company Parent entering into this Agreement and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney granted by the Stockholder is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Stockholder. If the Stockholder fails for any reason to be counted as present, consent or vote the Shares in accordance with the requirements of Section 1(a), then Parent shall have the right to cause to be present, consent or vote the Shares in accordance with the provisions of Section 1(a). The proxy granted by the Stockholder shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate revoked upon the valid termination of this Agreement in accordance with Section 5.15. The Stockholder hereby affirms that the proxy granted in this Section 1(b) is given in connection with the execution of the Merger Agreement, and that such proxy is given to secure the performance of the duties of the Stockholder under this Agreement. If for any reason the proxy granted herein is found by a court of competent jurisdiction to not be valid, then the Stockholder agrees to vote the Shares in accordance with Section 1(a). For Shares as to which the Stockholder is the beneficial but not the record owner, the Stockholder shall take all necessary actions to cause any record owner of such Shares to irrevocably constitute and appoint Parent and its designees as such record owner’s attorney and proxy and grant an irrevocable proxy to the same effect as that contained herein.

Irrevocable Proxy. The Each Stockholder hereby irrevocably grants torevokes, or has previously revoked, all prior proxies, voting agreements or powers-of-attorney given or entered into with respect to any of its Shares, and appoints, Parent hereby constitutes and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy appoints Company’s Chief Executive Officer (or his successor) with full power of substitution and resubstitutionsubstitution, to as the full extent proxy of the Stockholder's voting rights such party with respect to the Owned Common Shareselection of the Investor Designee to the Board in accordance with Article 2 hereof, and hereby authorizes Company’s Chief Executive Officer (or his successor) to represent and to vote, if and only if the party (a) fails to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the date terms of termination this Voting Agreement, all of such party’s Shares in favor of the Merger Agreement, on election of Investor Designee as a member of the matters described in Section 1.2 Board determined pursuant to and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESwith the terms and provisions of this Voting Agreement. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of Company and the parties in connection with the transactions contemplated by this Voting Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Voting Agreement terminates or expires pursuant to Article 5 hereof. Each Stockholder hereby revokes all shall not hereafter, unless and until this Voting Agreement terminates or expires pursuant to Section 5 hereof, purport to grant any other proxies and proxy or power of attorneysattorney with respect to any of such holder’s Shares, deposit any of such holder’s Shares into a voting trust or enter into any agreement (other than this Voting Agreement), arrangement or understanding with any Person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of such holder’s Shares, in each case, with respect to all any of the Owned Common matters set forth herein. Company’s Chief Executive Officer shall use his or her best efforts, within the requirements of applicable law, to vote such Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of for which he is the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of pursuant to this Agreement Section 4.2 in accordance with the provisions of Section 5.12.1 and the other provisions hereof, and to otherwise ensure that the rights granted to Investor under this Voting Agreement are effective and that Investor enjoys the benefits of this Voting Agreement.

Irrevocable Proxy. The If, and only if, a Stockholder fails to comply with the provisions of Section 2.01, such Stockholder hereby irrevocably grants toagrees that such failure shall result, without any further action by such Stockholder effective as of the date of such failure, in the constitution and appoints, Parent and any designee appointment of Parent and each of Parent's officersits executive officers from and after the date of such determination until the earlier to occur of (x) the Effective Time, (y) the termination of this Article II pursuant to Section 8.01(a) and (z) the termination of this Agreement pursuant to Section 8.01(b) (other than the certain specified Sections identified therein)(at which point such constitution and appointment shall automatically be revoked) as such Stockholder's attorney, agent and proxy (such constitution and appointment, the "Irrevocable Proxy"), with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote and otherwise act with respect to the Owned Common Shares, to vote all the Owned Common such Stockholder's Shares or grant a consent or approval, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described and in the manner specified in Section 1.2 and in accordance therewith2.01. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE A STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESOF ITS SHARES IN BREACH OF THIS AGREEMENT. The Each Stockholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common such Stockholder's Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2granted, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given (and if given, shall not be effective) by such Stockholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the Stockholder, except as required by death or incapacity of such Stockholder and any letter obligation of transmittal in connection with the Offer. The such Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy under this Agreement shall automatically terminate be binding upon the valid termination heirs, personal representatives, successors and assigns of this Agreement in accordance with Section 5.1such Stockholder.

Irrevocable Proxy. The If, and only if, any Stockholder fails to comply with the provisions of Section 2.01, such Stockholder hereby irrevocably grants toagrees that such failure shall result, without any further action by such Stockholder effective as of the date of such failure, in the constitution and appoints, Parent and any designee appointment of Parent and each of Parent's officers, its officers from and after the date of such determination until the earlier to occur of the Closing and the termination of this Agreement (at which point such constitution and appointment shall automatically be revoked) as such Stockholder's attorney, agent and proxy (such constitution and appointment, the "IRREVOCABLE PROXY"), with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote and otherwise act with respect to the Owned Common Shares, to vote all the Owned Common Stockholder's Shares or grant a consent or approval, at any meeting of the stockholders of the Company (whether annual or special and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date whether or (2) the Effective Time not an adjourned or (b) the date of termination of the Merger Agreementpostponed meeting), on the matters described and in the manner specified in Section 1.2 and in accordance therewith2.01. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE A STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESOF HIS OR HER SHARES IN BREACH OF THIS AGREEMENT. The Each Stockholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common such Stockholder's Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2granted, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder(and if given, except as required shall not be effective) by any letter Stockholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of transmittal in connection with the Offer. The any Stockholder agrees to execute and any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant obligation of the proxy contained herein. Such proxy Stockholder under this Agreement shall automatically terminate be binding upon the valid termination heirs, personal representatives, successors and assigns of this Agreement in accordance with Section 5.1such Stockholder.

Irrevocable Proxy. The If, and only if, such Stockholder fails to comply with the provisions of Section 2.01, such Stockholder hereby irrevocably grants toagrees that such failure shall result, without any further action by such Stockholder effective as of the date of such failure, in the constitution and appoints, Parent and any designee appointment of Parent and each of Parent's officers, its officers from and after the date of such determination until the earlier to occur of the Closing and the termination of this Agreement (at which point such constitution and appointment shall automatically be revoked) as such Stockholder's attorney, agent and proxy proxy, (such constitution and appointment, the "Irrevocable Proxy") with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote and otherwise act with respect to the Owned Common Shares, to vote all the Owned Common Stockholder's Shares or grant a consent or approval, at any meeting of the stockholders of the Company (whether annual or special and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date whether or (2) the Effective Time not an adjourned or (b) the date of termination of the Merger Agreementpostponed meeting), on the matters described and in the manner specified in Section 1.2 and in accordance therewith2.01. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE A STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESOF ITS SHARES IN BREACH OF THIS AGREEMENT. The Each Stockholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common such Stockholder's Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2granted, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given (and if given, shall not be effective) by such Stockholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the Stockholder, except as required by death or incapacity of such Stockholder and any letter obligation of transmittal in connection with the Offer. The such Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy under this Agreement shall automatically terminate be binding upon the valid termination heirs, personal representatives, successors and assigns of this Agreement in accordance with Section 5.1such Stockholder.

Irrevocable Proxy. The Stockholder hereby irrevocably grants toSolely with respect to the matters described in Section 1.1, each Shareholder constitutes and appointsappoints HGI Funding, Parent from and any designee after the date hereof until the earlier to occur of Parent the Effective Time and each the termination of Parent's officersthis Agreement pursuant to Section 8 (at which point such constitution and appointment shall automatically be revoked), as Stockholder's such Shareholder’s attorney, agent and proxy (each such constitution and appointment, an “Irrevocable Proxy”), with full power of substitution substitution, for and resubstitutionin the name, place and stead of such Shareholder, to the full extent of the Stockholder's voting rights vote and otherwise act with respect to the Owned Common Shares, to vote all the Owned Common of such Shareholder’s Subject Shares or grant a consent or approval, at any annual, special or other meeting of the stockholders shareholders of the Company Company, and at any adjournment or adjournments or postponement thereof, and in any action by written consent of the stockholders shareholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described and in the manner specified in Section 1.2 1.1. Each such proxy and power of attorney is irrevocable and coupled with an interest and, to the extent permitted under applicable Law, shall be valid and binding on any Person to whom such Shareholder may transfer any of its Subject Shares in accordance therewithbreach of this Agreement. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder Each Shareholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common such Shareholder’s Subject Shares that may have heretofore been appointed or granted with respect to any the matters covered by Section 1.21.1, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given (and if given, shall not be effective) by such Shareholder with respect thereto on the Stockholder, except as required matters covered by Section 1.1. All authority herein conferred or agreed to be conferred by any letter Shareholder shall survive the death or incapacity of transmittal in connection with the Offer. The Stockholder agrees to execute such Shareholder and any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant obligation of the proxy contained herein. Such proxy any Shareholder under this Agreement shall automatically terminate be binding upon the valid termination heirs, personal representatives, successors and assigns of this Agreement such Shareholder. It is agreed that HGI Funding will not use the Irrevocable Proxy granted by any Shareholder unless such Shareholder fails to comply with Section 1.1 and that, to the extent HGI Funding uses any such Irrevocable Proxy, it will only vote the Subject Shares subject to such Irrevocable Proxy with respect to the matters specified in, and in accordance with the provisions of, Section 5.11.1.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, constitutes and appoints, Parent and any designee of Parent appoints K Holdings and each of Parent's officersits executive officers and, for the purpose of the vote set forth in Section 1.1(i) hereof (if, but only if, K Holdings and Stockholder fail to vote in favor of the matters set forth in Section 1.1(i) hereof), such designees as the Special Committee (as defined in the Recapitalization Agreement) may appoint, from and after the date hereof until the earlier to occur of the Effective Time and the termination of this Agreement pursuant to Section 9 (at which point such constitution and appointment shall automatically be revoked) as Stockholder's attorney, agent and proxy (such constitution and appointment, the "Irrevocable Proxy"), with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote and otherwise act with respect to the Owned Common Shares, to vote all the Owned Common Stockholder's Shares or grant a consent or approval, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described and in the manner specified in Section 1.2 and in accordance therewith1.1. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESOF ITS SHARES IN BREACH OF THIS AGREEMENT. The Stockholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common Stockholder's Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2granted, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given (and if given, shall not be effective) by Stockholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of Stockholder and any obligation of Stockholder under this Agreement shall be binding upon the heirs, personal representatives, successors and assigns of Stockholder. It is understood and agreed that K Holdings and, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant for purposes of the proxy contained herein. Such proxy shall automatically terminate upon vote set forth in Section 1.1(i), the valid termination of this Agreement Special Committee, does not intend to use such Irrevocable Proxy unless the Stockholder fails to comply with Section 1.1 hereof and that, to the extent K Holdings or the Special Committee uses such Irrevocable Proxy, it only intends to vote such Shares with respect to the matters specified in, and in accordance with the provisions of, Section 5.11.1 or, in the case of the Special Committee, Section 1.1(i) hereof.

Irrevocable Proxy. The In furtherance of the agreements contained in Section 3 of this Agreement and subject to the last sentence of this Section 5, the Voting Stockholder hereby irrevocably grants to, to and appoints, Parent and any designee of appoints Parent and each of the executive officers of Parent's officers, in their respective capacities as officers of Parent, as the case may be, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, the Voting Stockholder's ’s proxy and attorney, agent and proxy -in-fact (with full power of substitution substitution), for and resubstitutionin the name, to the full extent place and stead of the Voting Stockholder's voting rights with respect to the Owned Common Shares, to vote all Subject Shares that are outstanding and beneficially owned by the Owned Common Shares Voting Stockholder from time to time, to grant or grant withhold a consent or approval, at any meeting approval in respect of the stockholders Subject Shares and to execute and deliver a proxy to vote the Subject Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is (subject to the last sentence of this Section 5) irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Company Voting 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 12(d) hereof. The Voting Stockholder represents and warrants to Parent that all proxies heretofore given in respect of the Subject Shares are not irrevocable and that all such proxies have been properly revoked or are no longer in effect as of the date hereof. The Voting Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5 is given by the Voting Stockholder in connection with, and in any action by written consent 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 stockholders Voting Stockholder under Section 3 of this Agreement. Parent covenants and agrees with the CompanyVoting Stockholder that Parent will exercise the foregoing proxy consistent with the provisions of Section 3 of this Agreement. Notwithstanding the foregoing, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted this irrevocable proxy shall terminate automatically with respect to any matters covered by Section 1.2Company Shares that the Voting Stockholder Transfers or with respect to which the Voting Stockholder enters into an agreement to Transfer, and upon any such event such Company Shares shall no subsequent proxy (whether revocable or irrevocable) or power of attorney shall longer be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1Subject Shares hereunder.

Irrevocable Proxy. The Stockholder In furtherance of the agreements contained in Section 3 of this Agreement, each Voting Shareholder hereby irrevocably grants to, to and appoints, Parent and any designee of appoints Parent and each of the executive officers of Parent's officers, in their respective capacities as officers of Parent, as Stockholder's the case may be, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, such Voting Shareholder’s proxy and attorney, agent and proxy -in-fact (with full power of substitution substitution), for and resubstitutionin the name, to the full extent place and stead of the Stockholder's voting rights with respect to the Owned Common Sharessuch Voting Shareholder, to vote all Subject Shares Beneficially Owned by such Voting Shareholder that are outstanding from time to time and that the Owned Common Shares Voting Shareholder has the power to vote, to grant or grant withhold a consent or approvalapproval in respect of such Subject Shares and to execute and deliver a proxy to vote such Subject Shares, at any meeting in each case solely to the extent and in the manner specified in Section 3 of this Agreement. Each Voting Shareholder represents and warrants to Parent that all proxies heretofore given in respect of the stockholders Subject Shares that the Voting Shareholder has the power to vote are not irrevocable and that all such proxies have been properly revoked or are no longer in effect as of the Company date hereof. Each Voting Shareholder hereby affirms that the irrevocable proxy set forth in this Section 5 is given by such Voting Shareholder in connection with, and in any action by written consent of consideration of, the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination execution of the Merger Agreement, on Agreement by Parent and that the matters described irrevocable proxy set forth in this Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, 5 is coupled with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholderan interest and, except as required by any letter of transmittal set forth in connection with the OfferSection 8 hereof, may under no circumstances be revoked. The Stockholder agrees irrevocable proxy set forth in this Section 5 is executed and intended to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement be irrevocable in accordance with the provisions of Section 5.121.369 of the TBOC, subject, however, to automatic termination on the Expiration Date.

Irrevocable Proxy. The Stockholder Each Pledgor hereby irrevocably grants torevokes all previous proxies ----------------- with regard to the Pledged Securities and the Pledged Limited Liability Company Interests and, subject to any necessary prior approval of the FCC, appoints the Agent as its proxy-holder and attorney-in-fact to (i) attend and vote at any and all meetings of the shareholders of the Pledged Company (whether or not such Pledged Securities are transferred into the name of the Agent), and appointsany adjournments thereof, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares held on or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) after the date of the giving of this proxy and prior to the termination of the Merger Agreement, on the matters described in Section 1.2 this proxy and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement and all written consents, waivers and ratifications of shareholders of such corporation(s) executed on or form reasonably necessary or appropriate to confirm and effectuate after the grant date of the giving of this proxy contained herein. Such proxy shall automatically terminate upon and prior to the valid termination of this Agreement proxy, with the same effect as if such Pledgor had personally attended the meetings or had personally voted on the Pledged Securities or had personally signed the written consents, waivers or ratification, and (ii) to attend and vote at any and all meetings of the members of the Pledged Entities (whether or not such Pledged Limited Liability Company Interests are transferred into the name of the Agent), and any adjournments thereof, held on or after the date of the giving of this proxy and to execute any and all written consents, waivers and ratifications of the Pledged Entities executed on or after the date of the giving of this proxy and prior to the termination of this proxy with the same effect as if such Pledgor had personally attended the meetings or had personally voted on its Limited Liability Company Interests or had personally signed the consents, waivers or ratifications; provided, however, that the Agent as proxy-holder shall have rights hereunder -------- ------- only upon the occurrence and during the continuance of an Event of Default and subject to Section 14(j) hereof. Each Pledgor hereby authorizes the Agent to substitute another Person (which Person shall be a successor to the rights of the Agent hereunder, a nominee appointed by the Agent to serve as proxy-holder, or otherwise as approved by such Pledgor in accordance writing, such approval not to be unreasonably withheld) as the proxy-holder and, upon the occurrence or during the continuance of any Event of Default, hereby authorizes and directs the proxy-holder to file this proxy and the substitution instrument with Section 5.1the secretary of the appropriate Pledged Company or the appropriate officer of the Pledged Entity. This proxy is coupled with an interest and is irrevocable until such time as no part of any Commitment remains outstanding, all Obligations have been indefeasibly paid in full and no Letter of Credit remains outstanding.

Irrevocable Proxy. The In the event that any Stockholder shall breach its covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably grants to, and appoints, appointed Parent and any designee of Parent and each of Parent's officers, as Stockholder's the attorney, agent -in-fact and proxy of such Stockholder, with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote, and otherwise act (by written consent or otherwise) with respect to all shares of Common Stock (including the Owned Common Shares, ) that such Stockholder is entitled to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action by written consent pursuant to such proxy, Parent shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the CompanyCompany (including the Stockholders) under the Offer or the Merger Agreement or to reduce the obligations of Parent and/or Sub thereunder; and provided further, until the earlier of that this proxy shall irrevocably cease to be in effect at any time that (a)(1x) the Acceptance Date Offer shall have expired or terminated without any shares of Common Stock being purchased thereunder, in violation of the terms of the Offer or the Merger Agreement or (2y) the Effective Time Parent or (b) the date of termination Sub shall be in violation of the Merger terms of this Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IS IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT AND IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO ACCORDANCE WITH THE EXTENT PERMITTED UNDER APPLICABLE PROVISIONS OF SECTION 212(e) OF THE DELAWARE GENERAL CORPORATION LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Each Stockholder hereby revokes all other proxies shall execute and power of attorneys, with respect deliver to all Parent any proxy cards that such Stockholder receives to vote in favor of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant consummation of the Merger. Parent shall deliver to the Secretary of the Company any such proxy contained herein. Such proxy shall automatically terminate upon cards received by it at any meeting called to approve the valid termination consummation of this Agreement in accordance with Section 5.1the Merger.

Irrevocable Proxy. The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that such Stockholder has heretofore granted with respect to the Subject Shares. The Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's officers, appoints Quartz as Stockholder's attorney, agent -in-fact and proxy with full power for and on behalf of substitution and resubstitutionsuch Stockholder, to the full extent of the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company for and in the name, place and stead of such Stockholder, to: (i) attend any action by written consent and all meetings of the stockholders of the Company, (ii) vote, express consent or dissent or issue instructions to the record holder to vote the Subject Shares in accordance with the provisions of Section 3(a) with respect to the matters set forth in Section 3(a) at any and all meetings of stockholders of the Company or in connection with any action sought to be taken by written consent of stockholders of the Company without a meeting and (iii) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 3(a), all written consents with respect to the Subject Shares at any and all meetings of stockholders of the Company or in connection with any action sought to be taken by written consent of stockholders of the Company without a meeting. Quartz agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. Without limiting the generality of the foregoing, Quartz may not exercise the proxy granted herein on any other matter. The Stockholder may vote its Subject Shares on all other matters. 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 the Stockholder, as applicable) until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of this Agreement and shall not be terminated by operation of law or upon the Merger Agreementoccurrence of any other event other than the termination of this Agreement pursuant to Section 5. The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, on to revoke any substitution and to file this proxy and any substitution or revocation with the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESSecretary of Company. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of affirms that the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by proxy set forth in this Section 1.2, and no subsequent proxy (whether revocable or irrevocable3(e) or power of attorney shall be is given by the Stockholder, except as required by any letter of transmittal in connection with and granted in consideration of and as an inducement to Quartz to enter into the OfferMerger Agreement and this Agreement and that such proxy is given to secure the obligations of such Stockholder under Section 3(a). The Stockholder agrees proxy set forth in this Section 3(e) is executed and intended to execute any further agreement or form reasonably necessary or appropriate be irrevocable, subject, however, to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate its automatic termination upon the valid termination of this Agreement pursuant to Section 5. With respect to any Subject Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder (other than shares beneficially owned by the Stockholder that are held in accordance the name of a bank, broker or nominee), the Stockholder shall use reasonable efforts to take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and take all other actions provided for in this Section 3(e) with Section 5.1respect to such Subject Shares.

Irrevocable Proxy. The Stockholder Each Borrower hereby irrevocably grants revokes all previous proxies (if any) with regard to the Pledged Equity and appoints Agent as its proxyholder and attorney in fact to, so long as such actions are performed in accordance with the applicable organizational documents and appointsapplicable law, Parent attend and vote at any and all meetings of the equity holders of the entities which issued the Pledged Equity (whether or not transferred into the name of Agent), and any designee of Parent and each of Parent's officersadjournments thereof, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares held on or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) after the date of termination the giving of the Merger Agreement, on the matters described in Section 1.2 this proxy and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant all written consents, waivers and ratifications of the Securities holders of such entities executed on or after the date of the giving of this proxy contained hereinwith the same effect as if the Borrowers had personally attended the meetings or had personally voted its shares or had personally signed the written consents, waivers or ratification. Such proxy For the avoidance of doubt, the revocation of existing proxies (if any) shall automatically terminate not be effective until, and the appointment of Agent as proxyholder and attorney-in-fact shall not be effective until, the occurrence and during the continuance of an Event of Default. The Borrowers hereby authorize Agent to substitute another Person (which Person shall be a successor to the rights of Agent hereunder or a nominee appointed by Agent to serve as proxyholder) as the proxyholder and, upon the valid termination occurrence or during the continuance of any Event of Default, hereby authorize and direct the proxyholder to file this Agreement proxy and the substitution instrument with the secretary of the appropriate entity. This proxy is coupled with an interest and is irrevocable until the Secured Obligations have been paid in accordance with Section 5.1.full in cash

Irrevocable Proxy. The Stockholder Each Active Partner and Class C Limited Partner hereby irrevocably grants to, and appoints, Parent the General Partner as its exclusive proxy and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy -in-fact with full power of substitution and resubstitution, for and in the name, place and stead of such Partner, to the full extent of the Stockholder's such Partner’s voting and other rights with respect to all such Partner’s Units, which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of the Owned Common SharesAct, to vote all the Owned Common Shares or grant a consent or approvalvote, at any meeting of the stockholders of the Company and in any action by to execute written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, consents with respect to, all such Partner’s Units on any matter arising under this Agreement. Each Active Partner and Class C Limited Partner hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to all of be done by virtue hereof (the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, “Proxy”). Each Active Partner and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder Class C Limited Partner agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy Proxy contained herein. Such proxy The Proxy shall automatically terminate upon bind the valid termination heirs, successors and assigns of this Agreement the Active Partner and Class C Limited Partner. The General Partner agrees that it shall not take any action to exercise the Proxy granted by any Active Partner unless and until the earlier of (i) the Termination Date with respect to such Active Partner or (ii) any purported Transfer of any Units or rights with respect thereto by such Active Partner (whether voluntary or involuntary, including pursuant to Death, Incapacity or divorce) unless such Transfer has been approved by the General Partner and the Assignee has been admitted as a Substitute Partner in accordance with Section 5.1this Agreement. The General Partner agrees that it shall not take any action to exercise the Proxy granted by any Class C Limited Partner unless and until any purported Transfer of any Units or rights with respect thereto by such Class C Limited Partner (whether voluntary or involuntary, including pursuant to Death, Incapacity or divorce) has been approved by the General Partner and the Assignee has been admitted as a Substitute Partner in accordance with this Agreement.

Irrevocable Proxy. The Concurrently with the execution of this Agreement, each Stockholder agrees to execute and deliver to Parent an irrevocable proxy in the form attached as Exhibit A hereto (subject to the proviso to this sentence, each a “Proxy” and, collectively, the “Proxies”), which shall be irrevocable to the extent permitted by applicable law, covering all Covered Shares; provided, however, that, in the event that, the number of Covered Shares are modified, including due to the acquisition of Additional Owned Shares, each Stockholder may (and, promptly upon any request by Parent, shall) execute and deliver to Parent an irrevocable proxy in the form attached as Exhibit A hereto, except that the definition of “Covered Shares” therein will be updated accordingly, and, upon delivery of such new proxy to Parent, Parent will destroy the existing Proxy and such new proxy will be deemed the Proxy for the purposes of this Agreement. Each Stockholder hereby irrevocably grants torepresents to Parent that any proxies heretofore given in respect of the Covered Shares are not irrevocable and that any such proxies are hereby revoked, and appoints, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, Stockholder agrees to the full extent of the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of promptly notify the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewithsuch revocation. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Each Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of affirms that the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be Proxy is given by the Stockholder, except as required by any letter of transmittal in connection with the Offerexecution of the Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. The Each Stockholder hereby further affirms that the Proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Without limiting the generality of the foregoing, such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 705(e) of the CGCL. If for any reason the proxy granted herein is not irrevocable, each Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate vote the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement Covered Shares in accordance with Section 5.12(a) hereof.

Irrevocable Proxy. The Stockholder hereby irrevocably grants toagrees that, and appointsin the event Stockholder shall fail to comply with the provisions of Section 5.1 hereof as determined by Parent in its sole discretion, Parent and such failure shall result, without any designee further action by Stockholder, in the irrevocable appointment of Parent and each of Parent's officers, as Stockholder's attorney, agent the attorney and proxy of Stockholder, with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote, and otherwise act (by written consent or otherwise) with respect to all shares of Common Stock and other securities, including the Owned Common Shares and the Stockholder Shares, that Stockholder is entitled to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date such meeting or (2) the Effective Time or (b) the date of termination of the Merger Agreementotherwise, on the matters described and in the manner specified in Section 1.2 and in accordance therewith5.1. THIS PROXY AND POWER OF ATTORNEY ARE IS IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT AND IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 212(e) OF THE DELAWARE GENERAL CORPORATION LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES("DGCL"). The Stockholder hereby revokes revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common Shares and the Stockholder Shares that Stockholder may have heretofore been appointed or granted with respect to any matters covered by Section 1.2granted, and no subsequent proxy (whether revocable or irrevocable) or power of attorney (except in furtherance of Stockholder's obligations under Section 5.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder, except Stockholder with respect thereto so long as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement remains in accordance with Section 5.1effect.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent thereof and each of Parent's officers, as Stockholder's attorney, agent and proxy (such grants and appointment, the "Irrevocable Proxy"), with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote and otherwise act with respect to all of the Owned Common Shares, Shares that Stockholder has the right to so vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of the termination of the Merger Agreement, on the matters described and in the manner specified in Section 1.2 and in accordance therewith2.1. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESOF THE SHARES IN BREACH OF THIS AGREEMENT. The Stockholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.22.1, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given (and if given, shall not be effective) by Stockholder with respect to any of the Stockholder, except as required matters covered by any letter of transmittal Section 2.1. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.2 is given in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant execution of the Merger Agreement, and that such irrevocable proxy contained herein. Such proxy shall automatically terminate upon is given to secure the valid termination performance of the duties of Stockholder under this Agreement in accordance with Section 5.1Agreement.

Irrevocable Proxy. The Stockholder Shareholder hereby irrevocably grants to, and appoints, Parent Parent, and any designee of Parent individual designated in writing by Parent, and each of Parent's officersthem individually, as Stockholder's the Shareholder’s proxy and attorney, agent and proxy -in-fact (with full power of substitution substitution), for and resubstitutionin the name, to the full extent place and stead of the Stockholder's voting rights with respect to the Owned Common SharesShareholder, to vote all the Owned Common Shares Shares, or grant a consent or approval, at any meeting approval in respect of the stockholders Shares, in a manner consistent with this Agreement, provided, however, for the avoidance of doubt, that such proxy and voting and related rights are expressly limited to those matters set forth in clauses (i), (ii), and (iii) of Section 3(a) that are, during the Company and in any action by written consent term of the stockholders of this Agreement presented for consideration to the Company, until ’s shareholders generally and the earlier Shareholder shall retain at all times the right to vote its Shares (or to direct how its Shares shall be voted) in its sole discretion and without any other limitation on any other matters. The Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Shareholder’s execution and delivery of (a)(1) this Agreement. The Shareholder hereby affirms that the Acceptance Date or (2) irrevocable proxy set forth in this Section 7 is given in connection with the Effective Time or (b) the date of termination execution of the Merger Agreement, on and that such irrevocable proxy is given to secure the matters described performance of the duties of the Shareholder under this Agreement. The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may be revoked only under the circumstances set forth in the last sentence of this Section 1.2 7. The Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESwith Applicable Law and Bye-Law 31.5 of the Company’s amended and restated bye-laws. The Stockholder Shareholder shall, upon written request by Parent, as promptly as practicable execute and deliver to Parent a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 7. Notwithstanding the foregoing, the proxy and appointment granted hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given automatically revoked, without any action by the StockholderShareholder, except as required by upon any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with pursuant to Section 5.113.

Irrevocable Proxy. The Each Parent Significant Stockholder hereby irrevocably grants to, and appoints, the Company, Parent and any designee of Parent individual designated in writing by the Company, and each of Parent's officersthem individually, as such Parent Significant Stockholder's ’s proxy and attorney, agent and proxy -in-fact (with full power of substitution substitution), for and resubstitutionin the name, to place and stead of such Parent Significant Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the full extent name, place and stead of the such Parent Significant Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares its Subject Shares, or grant a consent or approvalapproval in respect of its Subject Shares, in a manner consistent with Section 1.1 if such Parent Significant Stockholder has not voted such Subject Shares in a manner consistent with Section 1.1 at any meeting of least three (3) Business Days prior to the stockholders of applicable voting deadline. Each Parent Significant Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon such Parent Significant Stockholder’s execution and delivery of this Agreement. Each Parent Significant Stockholder affirms that the irrevocable proxy set forth in any action by written consent of this Section 1.2 is given in connection with the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination execution of the Merger Agreement, on and that such irrevocable proxy is given to secure the matters described performance of the duties of such Parent Significant Stockholder under this Agreement. Each Parent Significant Stockholder hereby further affirms that the irrevocable proxy set forth in this Section 1.2 is coupled with an interest and may under no circumstances be revoked. Each Parent Significant Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power with the provisions of attorneys, with respect to all Section 212(e) of the Owned Common Shares that may have heretofore been appointed or DGCL. Notwithstanding the foregoing, the proxy and appointment granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney hereby shall be given automatically revoked, without any action by the any Parent Significant Stockholder, except as required by upon any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with pursuant to Section 5.14.2.

Irrevocable Proxy. The Stockholder Each of the BVF Entities hereby irrevocably grants toappoints as its proxy, Xxxxxx Xxxxxxxxxx and Xxxxxxx Xxxxxx, in their respective capacities as officers of the Company, and appointsany individual who shall hereafter succeed to any such officer of the Company, Parent and any designee of Parent and other Person designated in writing by the Company (collectively, the “Grantees”), each of Parent's officersthem individually, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote or execute written consents solely with respect to the Owned Common SharesSubject Shares in accordance with Section 3.1 hereof and, to vote all in the Owned Common Shares or grant a consent or approval, at any meeting discretion of the stockholders Grantees, with respect to any proposed adjournments of the Company and in any action by written consent annual or special meetings of the stockholders of the Company. This proxy is coupled with an interest and shall be irrevocable, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination and each of the Merger Agreement, on BVF Entities will take such further action or execute such other instruments as may be necessary to effectuate the matters described in Section 1.2 intent of this proxy and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, any proxy previously granted by any BVF Entity with respect to all of the Owned Common Subject Shares that would otherwise conflict with the proxy granted by this Section 3.2. The Company may have heretofore been appointed or granted terminate this proxy with respect to the Stockholder at any matters covered time at its sole election by Section 1.2written notice provided to the BVF Entities. Notwithstanding anything to the contrary in this Agreement, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy granted by this Section 3.2 shall automatically terminate and be of no further force and effect upon the valid termination of this Agreement in accordance with Section 5.14.2 hereof. Each BVF Entity hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Any BVF Entity that is not the record owner of the Subject Shares of which it is the Beneficial Owner shall use reasonable efforts to cause the record owner of such Subject Shares to execute and deliver an irrevocable proxy conforming to the provisions of this Section 3.2.

Irrevocable Proxy. The Stockholder Each hereby irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's ’s officers, as the Stockholder's ’s attorney, agent and limited proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's ’s voting rights with respect to the Owned Common SharesSubject Securities, to vote all the Owned Common Shares Subject Securities or grant a consent or approval, at any meeting of the stockholders of the Company Stockholders and in any action by written consent of the stockholders of the CompanyCompany Stockholders, until the earlier of (a)(1) the Acceptance Date acceptance of such Tender Shares pursuant to the Offer or (2) the Effective Time or (b) the date of termination of the Merger Agreement or this Agreement, on in each case, solely with respect to the matters described in Section 1.2 and in accordance therewith4.1. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THIS LIMITED PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESPROXY. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares Subject Securities that may have heretofore been appointed or granted with respect to any matters covered by Section 1.24.1, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholdersuch Stockholder with respect to any matters covered by Section 4.1, except as required by any letter of transmittal in connection with the Offer. The If Stockholder is not the record owner of any of the Subject Securities, Stockholder shall request said record owner to grant an irrevocable proxy with respect to such Subject Securities in accordance with this Section 4.2, and Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the limited proxy contained hereinin this Agreement or so granted by such record owner. Such limited proxy shall automatically terminate upon the valid termination of this Agreement in accordance with its terms or the termination of the Merger Agreement. Except as expressly set forth herein, Parent and Merger Sub acknowledges (i) that the limited proxy and power of attorney granted hereby shall not be effective for any other purpose, and (ii) such limited proxy and power of attorney shall not limit the rights of any Stockholder to vote or exercise its rights to consent in favor of or against, or abstain with respect to, any matter presented to the Company’s stockholders that is not subject to the limited proxy and power of attorney granted to Parent in respect of the Subject Securities pursuant to this Section 5.14.2.

Irrevocable Proxy. The Prior to the Expiration Date, in the event of a failure by Stockholder to act in accordance with Stockholder’s obligations as to voting pursuant to Section 3.1 no later than the third Business Day prior to any meeting at which the stockholders of the Company will consider and vote on any of the Covered Proposals, Stockholder hereby irrevocably grants to, and appoints, Parent Parent, and any designee of Parent individual designated in writing by Parent, and each of Parent's officersthem individually, as Stockholder's ’s proxy and attorney, agent and proxy -in-fact (with full power of substitution and resubstitution, to the full extent including for purposes of Section 212 of the DGCL), for and in the name, place and stead of Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares Covered Securities, or grant a consent or approval, at any meeting approval in respect of the stockholders Covered Securities, with respect to the Covered Proposals in accordance with Section 3.1. Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Stockholder’s execution and delivery of this Agreement. Stockholder hereby affirms that the Company and irrevocable proxy set forth in any action by written consent of this Section 5.22 is given in connection with the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination execution of the Merger Agreement, on and that such irrevocable proxy is given to secure the matters described in Section 1.2 and in accordance therewithperformance of the duties of Stockholder under this Agreement. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes further affirms that the irrevocable proxy is coupled with an interest and may be revoked only under the circumstances set forth in the last sentence of this Section 5.22. Stockholder hereby ratifies and confirms all other proxies and power of attorneys, with respect that such irrevocable proxy may lawfully do or cause to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered be done by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained hereinvirtue hereof. Such irrevocable proxy shall automatically terminate upon the valid termination of this Agreement is executed and intended to be irrevocable in accordance with applicable Law. Stockholder shall, upon written request by Parent, as promptly as practicable, execute and deliver to Parent a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 5.15.22. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon the Expiration Date, and Parent may terminate any proxy granted pursuant to this Section 5.22 at any time at its sole discretion by written notice to Stockholder.

Irrevocable Proxy. The By execution of this Agreement, the Stockholder does hereby irrevocably grants to, appoint and appoints, Parent constitute the Company and any designee of Parent one or more other individuals designated by the Company, and each of Parent's officersthem individually, as Stockholder's attorneyuntil the Expiration Date (at which time this proxy shall automatically be revoked), agent and proxy with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, to the full fullest extent of the Stockholder's voting ’s rights with respect to the Owned Common Parent Shares and New Parent Shares, to vote each of the Parent Shares and New Parent Shares solely with respect to the matters set forth in Section 3.1 hereof, to the extent that the Stockholder is required to vote in accordance with the first sentence of Section 3.1; provided, however, that the foregoing shall only be effective if the Parent Shares and the New Parent Shares, to the extent such Parent Shares and New Parent Shares are held by Stockholder at the close of business on the Record Date, fail to be counted as present or to be voted, as applicable, in accordance with Section 3 above. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Date for all purposes, including without limitation Section 2-507(d) of the Owned Common Maryland General Corporation Law, and hereby revokes any proxy previously granted by the Stockholder with respect to the Parent Shares or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARESNew Parent Shares. The Stockholder hereby revokes ratifies and confirms all other actions that the proxies and power of attorneys, with respect authorized hereunder may lawfully do or cause to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement done in accordance with this Agreement. The proxy granted by Stockholder pursuant to this Section 5.1is granted in order to secure Stockholder’s performance under this Agreement and also in consideration of the Company entering into the Merger Agreement.

Irrevocable Proxy. The Stockholder From the period commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, without limiting the obligations of the Shareholder under this Agreement, the Shareholder hereby irrevocably grants toappoints as its proxy and attorney-in-fact the officers of Parent set forth on Annex A hereto, and appointsany individual who shall hereafter succeed to any such officer of Parent, Parent and any designee of other Person designated in writing by Parent and (collectively, the “Proxy Holders”), each of Parent's officersthem individually, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitutionsubstitution, to vote the full extent Subject Shares in accordance with Section 1 above; provided that the proxy and the power of attorney granted by the Shareholder shall be effective if, and only if, the Shareholder has not delivered to the Company at least three (3) Business Days prior to the date of an applicable meeting of the Stockholder's shareholders of the Company (or, as applicable, any adjournments or postponements thereof), a duly executed proxy card voting rights the Shareholder’s Subject Shares in accordance with Section 1 above and has not revoked such duly executed proxy card. This proxy is coupled with an interest and shall be irrevocable, and the Shareholder shall take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by the Shareholder with respect to the Owned Common Subject Shares. This proxy and the power of attorney is given by the Shareholder in connection with, to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of consideration of, the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination execution of the Merger Agreement by Parent and to secure the performance of the duties of the Shareholder under this Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given granted by the Stockholder, except as required by any letter Shareholder herein is a durable power of transmittal in connection with attorney and shall survive the Offerdissolution or bankruptcy of the Shareholder. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the irrevocable proxy contained herein. Such proxy granted hereunder shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1Expiration Date.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, Each Holder constitutes and appoints, Parent and any designee of appoints Parent and each of Parent's its current and future executive officers, and each of them individually, as Stockholder's such Holder’s attorney-in-fact, agent and proxy (such constitution and appointment, the “Irrevocable Proxy”), with full power of substitution and resubstitution, to the full extent of the Stockholder's voting rights vote and otherwise act with respect to all of such Holder’s Shares at the Owned Common Shares, to vote all the Owned Common Shares Company Stockholders Meeting or grant a consent or approval, at any other meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 specified in, and in accordance therewithand consistent with the manner specified in Section 2.3. THIS THE PROXY AND POWER OF ATTORNEY GRANTED HEREBY BY EACH HOLDER ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER SUCH HOLDER MAY TRANSFER ANY OWNED COMMON SHARESOF HIS OR ITS SHARES IN BREACH OF THIS AGREEMENT. The Stockholder Each Holder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common such Holder’s Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2granted, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given (and if given, shall not be effective) by such Holder with respect thereto on the Stockholdermatters covered by Section 2.3. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of any particular Holder, except as required by and any letter obligation of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy such Holder under this Agreement shall automatically terminate be binding upon the valid termination heirs, personal representatives, successors and assigns of this Agreement such Holder. It is agreed that Parent will only vote, or act by written consent in lieu of a meeting or otherwise with respect to, such Holder’s Shares with respect to the matters specified in, and in accordance with the provisions of, Section 5.12.3 hereof.

Irrevocable Proxy. The Stockholder Solely with respect to Article 8 Matters (as defined hereinafter), Borrower hereby irrevocably grants toand appoints Lender, and appoints, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) from the date of termination of this Agreement until the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with its terms, as Borrower’s true and lawful proxy, for and in Borrower’s name, place and stead to vote the Pledged Interests, whether directly or indirectly, beneficially or of record, now owned or hereafter acquired, with respect to such Article 8 Matters only to the extent that an Article 8 Matter was put to vote by a party other than Lender. The proxy granted and appointed in this Section 5.118(1) shall include the right to sign Borrower’s name (as a member of Mortgage Borrower) to any consent, certificate or other document relating to an Article 8 Matter and the Pledged Interests that applicable law may permit or require to cause the Pledged Interests to be voted in accordance with the preceding sentence. Borrower hereby represents and warrants that there are no other proxies and powers of attorney with respect to an Article 8 Matter that Borrower has granted or appointed. Borrower will not give a subsequent proxy or power of attorney or enter into any other voting agreement with respect to the Pledged Interests with respect to any Article 8 Matter and any attempt to do so with respect to an Article 8 Matter shall be void and of no effect. The proxies and powers granted by the Borrower pursuant to this Agreement are coupled with an interest and are given to secure the performance of the Borrower’s obligations. As used herein, “Article 8 Matter” means any action, decision, determination or election by Mortgage Borrower or its member(s) prior to the termination of this Agreement that Mortgage Borrower’s membership interests or other equity interests, or any of them, will “opt out” from being a “security” as defined in and governed by Article 8 of the Uniform Commercial Code.

Irrevocable Proxy. The Stockholder In furtherance of each Shareholder’s agreement in Section A above, each Shareholder hereby irrevocably (until the Termination Date) grants to, and appoints, Parent and any designee of Parent thereof and each of Parent's ’s officers, as Stockholder's such Shareholder’s attorney, agent and proxy (such grants and appointment, the “Irrevocable Proxy”), with full power of substitution and resubstitutionsubstitution, to the full extent of the Stockholder's voting rights vote and otherwise act with respect to the Owned Common Shares, to vote all the Owned Common of such Shareholder’s Shares or grant a consent or approval, at any meeting of the stockholders shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), and in any action by written consent of the stockholders shareholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described and in the manner specified in Section 1.2 and in accordance therewith. I.A. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER SHAREHOLDER MAY TRANSFER ANY OWNED COMMON SHARESOF ITS SHARES IN BREACH OF THIS AGREEMENT. The Stockholder Each Shareholder hereby revokes all other proxies and power powers of attorneys, attorney with respect to all of the Owned Common such Shareholder’s Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2granted, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given (and if given, shall not be effective) by such Shareholder with respect thereto on the Stockholder, except as required matters covered by any letter of transmittal Section I.A. Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section I.B is given in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant execution of the Merger Agreement, and that such irrevocable proxy contained herein. Such proxy shall automatically terminate upon is given to secure the valid termination performance of the duties of such Shareholder under this Agreement in accordance with Section 5.1Agreement.

Irrevocable Proxy. The Stockholder Grantors hereby irrevocably grants tojointly and severally revoke all previous proxies with regard to the Pledged Securities and appoints Administrative Agent for the benefit of Administrative Agent as its proxyholder to attend and vote at any and all meetings of the shareholders (or other equity holders, as applicable) of the corporations (or other entities, as applicable) which issued the Pledged Securities, and appointsany adjournments thereof, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares held on or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) after the date of the giving of this proxy and prior to the termination of the Merger Agreement, on the matters described in Section 1.2 this proxy and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement and all written consents of shareholders (or form reasonably necessary other equity holders, as applicable) of such corporations (or appropriate to confirm and effectuate other entities, as applicable) executed on or after the grant date of the giving of this proxy contained herein. Such proxy shall automatically terminate upon and prior to the valid termination of this proxy, with the same effect as if each Grantor had personally attended the meetings or had personally voted its shares (or other equity interests, as applicable) or had personally signed the written consents; provided, however, that the proxyholder shall have rights hereunder only upon the occurrence and during the continuance of an Event of Default under the Credit Agreement and upon notice to the Grantors. Grantors hereby jointly and severally authorize Administrative Agent to substitute another Person as the proxyholder and, upon the occurrence or during the continuance of any Event of Default, hereby authorizes the proxyholder to file this proxy and the substitution instrument with the secretary or other appropriate officer of the appropriate corporation or other entity as applicable. This proxy is coupled with an interest and is irrevocable until such time as no commitment to extend credit to Grantors remains outstanding from the Lenders and until such time as all Obligations have been paid in accordance with Section 5.1full (other than (A) contingent indemnification obligations, (B) Banking Services Obligations and Swap Agreement Obligations as to which arrangements satisfactory to the applicable Secured Party shall have been made and (C) Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made).

Irrevocable Proxy. The Concurrently with the execution and delivery of this Agreement, Stockholder hereby irrevocably grants to, and appoints, shall deliver to Parent and any designee of Parent and each of Parent's officers, a duly executed irrevocable proxy in the form attached hereto as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to Exhibit A (the full extent of the Stockholder's voting rights “Proxy”) with respect to (i) each and every meeting of stockholders of Parent or action or approval by written resolution or consent of stockholders of Parent from and after the Owned Common Shares, Effective Time and through the date that is the thirty (30)-month anniversary of the Closing Date (the “Proxy Expiration Date”) covering the total number of Parent Shares in respect of which Stockholder is entitled to vote all the Owned Common Shares or grant a consent or approval, at any such meeting or in connection with any such written consent and (ii) each and every meeting of the stockholders of the Company and in any Stockholders or action or approval by written resolution or consent of Company Stockholders from and after the stockholders of the Company, until date hereof and prior to the earlier of (a)(1) the Acceptance Date or (2A) the Effective Time or (bB) the date of termination of the Merger Agreement covering the total number of Company Shares in respect of which Stockholder is entitled to vote at any such meeting or in connection with any such written consent related to the subject matter of Section 2 hereof. Notwithstanding anything to the contrary in this Agreement, on such Proxy shall not apply to any proposal submitted to a vote of the matters described Company Stockholders to approve any payment which would, in the absence of such approval, constitute a parachute payment under Section 1.2 280G of the Code, and Stockholder shall continue to have full power and authority to vote the Company Shares in accordance therewithStockholder’s sole discretion for or against any such proposal. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY ANDUpon the execution of this Agreement by Stockholder, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes any and all prior proxies (other than the Proxy) given by Stockholder and shall not grant any subsequent proxies and power of attorneys, with respect to all until after the Proxy Expiration Date. The parties hereby acknowledge that nothing in this Stockholders’ Agreement or the Proxy shall effect the Company’s existing drag along rights as set forth in Section 4 of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1Company Voting Agreement.

Irrevocable Proxy. The At all times during the Support Period, (i) each such Stockholder hereby irrevocably grants to, and appoints, to Parent (and any designee of Parent) a proxy (and appoints Parent or any such designee of Parent as its attorney-in-fact) to vote, and each to exercise all voting and consent rights of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's voting rights such Stockholder with respect to, the Subject Shares owned beneficially or of record by such Stockholder (including, without limitation, the power to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, execute and deliver written consents) in accordance with Section 3(a)(i) at any annual, special, adjourned or postponed meeting of the stockholders of the Company at which any of the transactions, actions or proposals contemplated by Section 3(a)(i) are or will be considered and in any action by every written consent in lieu of such meeting and (ii) such proxy and appointment shall (A) be irrevocable in accordance with the provisions of Section 212(e) of Delaware Law, (B) be coupled with an interest, and (C) survive the dissolution, bankruptcy or other incapacity of such Stockholder as well as the death, bankruptcy or other incapacity of such Stockholder; provided, that each Stockholder’s grant of the stockholders proxy contemplated by this Section 3(c) shall be effective if, and only if, such Stockholder has not delivered to the Company at least one (1) Business Day prior to the meeting at which any of the Companymatters described in Section 3(a) are to be considered, until a duly executed proxy card directing that the earlier Subject Shares of (a)(1) such Stockholder be voted in accordance with Section 3(a); provided, further, that any grant of such proxy shall only entitle Parent or its designee to vote on the Acceptance Date matters specified by Section 3(a)(i), and each Stockholder shall retain the authority to vote on all other matters. Each Stockholder hereby represents that any proxies heretofore given in respect of such Stockholder’s Subject Shares, if any, are revocable, and hereby revokes all such proxies, and that such Stockholder agrees not to grant any subsequent proxies with respect to such Subject Shares at any time during the Support Period, except to comply with its, his or (2) her obligations under Section 3(a). Each Stockholder hereby affirms that the Effective Time or (b) irrevocable proxy set forth in this Section 3(c), if it becomes effective, is given in connection with the date of termination execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Support Agreement. The “Support Period” shall commence on the matters described in Section 1.2 date hereof and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY ANDcontinue until the first to occur of (1) the Effective Time, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies (2) the date and power of attorneys, with respect to all time of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant termination of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Merger Agreement in accordance with Section 5.1its terms and (3) the date and time (if any) at which the Board of Directors of the Company shall have made an Adverse Recommendation Change in accordance with the terms and provisions of the Merger Agreement.

Irrevocable Proxy. The Stockholder At all times prior to the Termination Date, (a) Shareholder hereby irrevocably grants to, and appoints, Parent to the Company (and any designee of Parent the Company) a proxy (and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to appoints the full extent Company or any such designee of the Stockholder's Company as its attorney-in-fact) to appear, cause to be counted, vote, and to exercise all voting and consent rights of Shareholder with respect to, the Covered Shares (including the power to the Owned Common Sharesexecute and deliver written consents) in accordance with, to vote all the Owned Common Shares or grant a consent or approvaland solely with respect to, Section 1(a)(i) at any meeting of the stockholders shareholders of the Company (whether annual, special or otherwise and whether or not an adjourned or postponed meeting) at which any of the transactions, actions or proposals contemplated by Section 1(a)(i) are or will be considered and in any action by every written consent in lieu of such meeting and (b) such proxy and appointment shall (i) be irrevocable in accordance with the provisions of Bermuda law, (ii) be coupled with an interest and (iii) survive the dissolution, bankruptcy or other incapacity of Shareholder; provided that Shareholder’s grant of the stockholders proxy contemplated by this Section 24 shall be effective only if, Shareholder has not delivered to the Company at least five (5) Business Days prior to the meeting at which any of the matters described in Section 1(a)(i) are to be considered, or within five (5) Business Days after any request for a written consent in lieu of such meeting addressing any of the matters described in Section 1(a)(i), a duly executed proxy card directing that all of the Covered Shares of Shareholder be voted in accordance with Section 1(a)(i); provided, further, that any grant of such proxy shall not grant the Company (or any designee of the Company, until the earlier of (a)(1) the Acceptance Date or (2) right, and Shareholder shall retain the Effective Time or (b) authority, to vote on all matters other than those matters contemplated by Section 1(a)(ii). Shareholder hereby represents that any proxies heretofore given in respect of any of the date of termination Covered Shares, if any, are revocable, and hereby revokes all such proxies, and that Shareholder agrees not to grant any subsequent proxies with respect to any Covered Shares at any time prior to the Termination Date, except to comply with its obligations under Section 1. Shareholder hereby affirms that the irrevocable proxy set forth in this Section 24, if it becomes effective, is given in connection with the execution of the Merger Agreement, on and that such irrevocable proxy is given to secure the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all performance of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power duties of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of Shareholder under this Agreement in accordance with Section 5.1Agreement.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to12.1 In order to ensure the voting of the Shares with the terms of this Agreement, the Shareholders both agree to execute an Irrevocable Proxy, simultaneously with the execution of this Agreement, substantially in the form of the attached Exhibit A and appoints, Parent and any designee Exhibit B granting to each Shareholder for a period of Parent and each ten (10) years from the date of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitutionthis Agreement, to the full extent vote, or to execute and deliver shareholder written consents, in respect of the StockholderProxy Shares now beneficially owned and registered in the name of either Shareholder, or as a result of a transfer after the date hereof by reason of either Shareholder's voting rights with respect death, registered in the name of either Shareholder's estate, Family Members or heirs. The Proxy Shares shall be allocated pro rata to either Shareholder's Family Members, heirs or estate in the proportion that the Proxy Shares are distributed and held among such persons pursuant to the Owned Common Shares, laws of descent and distribution unless provided otherwise in each Shareholder's will. It is understood and agreed that the Irrevocable Proxy relates to vote all voting for the Owned Common Shares or grant a consent or approval, at any meeting election of the stockholders directors of the Company and in any action by written consent on all other corporate matters which may from time to time be submitted to the shareholders of the stockholders Company for a vote, as set forth in the Irrevocable Proxy. It is further understood and agreed that on and as of each record date, the CompanyInspector shall determine the number of Proxy Shares subject to the Irrevocable Proxy, until which determination shall be final and conclusive and that in the earlier of (a)(1) event the Acceptance Date Inspector determines that some or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Proxy Shares that are no longer subject to the Irrevocable Proxy, then all of the certificates evidencing the excess Proxy Shares may have heretofore been appointed or granted with respect the restrictive legend referred to any matters covered by in Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.112.2 removed.