Common use of Irrevocable Proxy Clause in Contracts

Irrevocable Proxy. The Shareholder, revoking (or causing to be revoked) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of the Shareholder, for and in 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 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 record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period 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 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 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 4 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 ShareholderShareholder hereby irrevocably constitutes and appoints Parent, revoking or its designees, from and after the date hereof and until the Termination Date (or causing to at which point such constitution and appointment shall automatically be revoked) any proxies that he has heretofore grantedas Shareholder’s attorney, hereby irrevocably appoints Parent as attorney-in-fact agent and proxy for (such constitution and on behalf appointment, the “Irrevocable Proxy”), with full power of substitution, to vote and otherwise act with respect to all such Shareholder’s Shares at any meeting of the ShareholderShareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), for however called, and in any action by written consent of the Shareholders of the Company, on the matters and in the namemanner specified in Section 1.01. Without limiting the foregoing, place 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 stead of such proxy shall not confer the Shareholder, to: (aright) attend any and all Company Shareholder Meetings; (b) vote, express consent or dissent or issue instructions to the record holder to vote against the Shares in accordance with the provisions Merger. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM A SHAREHOLDER MAY TRANSFER ANY OF ITS SHARES IN BREACH OF THIS AGREEMENT. Shareholder hereby revokes all other proxies and powers of Section 4(b) at any such meeting; and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents attorney with respect to the Shares. The foregoing all Shareholder’s Shares that may have heretofore been appointed or granted, and no subsequent proxy or power of attorney shall be deemed to be a proxy coupled with an interest, is irrevocable given (and as such shall survive and not be affected by the deathif given, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period and shall not be terminated effective) by operation Shareholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of Law or Shareholder and any obligation of Shareholder under this Agreement shall be binding upon the occurrence heirs, personal representatives, successors and assigns 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 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 4 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 ShareholderIn the event that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1, revoking such Stockholder (or causing to be revokedwithout any further action on such Stockholder's part) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of the Shareholder, for and in 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 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 record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and have hereby irrevocably appointed Purchaser as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period 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 13(d). The Shareholder authorizes such attorney and proxy of such Stockholder pursuant to substitute any other Person to act hereunderthe provisions of section 212 of the DGCL, with full power of substitution, to revoke vote, and otherwise act (by written consent or otherwise) with respect to all shares of Common Stock, including the Shares, that such Stockholder is entitled to vote at any substitution and to file this proxy and any substitution or revocation with the Secretary meeting of stockholders of the Company. The Shareholder hereby affirms that the irrevocable proxy 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 this Section 5 is given 7.1 above; provided that in connection with and granted in consideration of and as an inducement to Parent entering into the Merger Agreement and that any such irrevocable proxy is given to secure the obligations of the Shareholder under Section 4 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 vote or other action pursuant to Section 13(d). Notwithstanding the foregoingsuch proxy, the Parent Purchaser -------- shall not have the right (and such proxy shall not confer 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 vote to reduce the Offer Price 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 Consideration (other than any extension of the Offer to the extent permitted 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 Company (including the Stockholders) under the Offer or the Merger Agreement or to reduce the obligations of Purchaser and/or Sub thereunder; and provided further, that this -------- ------- proxy shall irrevocably cease to be in effect at any time that (x) the Offer shall have expired or terminated without obtaining any share of Common Stock being purchased thereunder in violation of the Shareholder’s prior terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms of this Agreement. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Stockholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, all other proxies and powers of attorney with respect to the Shares that Stockholder may have heretofore appointed or granted, and no subsequent proxy or power of attorney (except in furtherance of Stockholder's obligations under 7.1 hereof) shall be given or written consentconsent executed (and if given or executed, shall not be effective) by Stockholder with respect thereto so long as this Agreement remains in effect. Each Stockholder shall forward to Purchaser any proxy cards that such Stockholder receives with respect to the Offer or the Merger Agreement.

Irrevocable Proxy. The Shareholder, revoking Each Shareholder hereby revokes (or causing agrees to cause to be revoked) any proxies that he such Shareholder has heretofore granted, granted with respect to such Shareholder’s Subject Shares. Each Shareholder hereby irrevocably appoints Parent Parent, and any individual designated in writing by Parent, and each of them individually, as attorney-in-fact and proxy for and on behalf of the such Shareholder, for and in the name, place and stead of the such Shareholder, to: (a) attend any and all Company Shareholder Shareholders Meetings; , (b) vote, express consent or dissent or issue instructions to the record holder to vote the such Shareholder’s Subject Shares in accordance with the provisions of Section 4(b) 1.1 at any such meeting; and all Company Shareholders Meetings or in connection with any action sought to be taken by written consent of the shareholders of the Company 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 41.1, all written consents with respect to the SharesSubject 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 the such Shareholder, as applicable) until the end termination of the Merger Agreement Period 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 13(d)4.2. The 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 secretary of the Company. The Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 5 1.4 is given in connection with and granted in consideration of and as an inducement to Parent entering and Merger Sub to enter into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Shareholder under Section 4 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 consent1.1.

Irrevocable Proxy. The ShareholderEach Stockholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreement, revoking (or causing to be revoked) any proxies that he has heretofore granted, such Stockholder hereby irrevocably appoints grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxy for and on behalf proxy, with full power of the Shareholdersubstitution, for and in the such Stockholder’s name, place and stead of the Shareholder, to: (a) attend any and all Company Shareholder Meetings; (b) to vote, express consent or dissent or issue instructions to the record holder to vote the Shares in accordance with the provisions of Section 4(b) at any such meeting; and (c) grant or withholddissent, or issue instructions otherwise to utilize such voting power in the record holder to grant manner contemplated by Section 1.01 as Parent or withholdits proxy or substitute shall, consistent with the provisions of Section 4in Parent’s sole discretion, all written consents deem proper with respect to the Subject Shares; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The foregoing proxy shall be deemed granted by such Stockholder pursuant to be a proxy coupled with an interest, this Article 1 is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period 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 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 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 4 hereofincurring certain related fees and expenses. The irrevocable proxy set forth granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 5 is executed and intended 1.02. Each Stockholder intends this proxy to be irrevocable, subject, however, to automatic termination upon irrevocable and unconditional during the termination term of this Agreement and coupled with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effect the intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted 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 ‎1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize 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)(ivoting power of) of the Merger Agreement its Subject Shares in a manner adverse inconsistent with the proxy granted pursuant 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 consentthis Section 1.02 shall be null and void ab initio.

Irrevocable Proxy. The ShareholderSolely with respect to the matters described in Section 1.1, revoking if the Stockholder has not taken a Qualifying Action (as defined below) on or causing prior to be revokedthe fifth (5th) any proxies that he has heretofore grantedBusiness 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 attorney-in-fact 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 Voting Shares owned by such Stockholder beneficially and/or of record solely on the matters described in Section 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. 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 for and contained herein. “Qualifying Action” means either (a) the delivery by or on behalf of the ShareholderStockholder to Parent of a copy of such Stockholder’s (or its nominee holder’s) duly executed and valid proxy (and any amendment of such proxy) with respect to the Stockholders Meeting, for provided the votes authorized in such proxy or amendment thereof are consistent with the terms of this Agreement and in the name, place and stead of the Shareholder, to: (a) attend any and all Company Shareholder Meetings; such proxy or amendment thereof is otherwise consistent with this Agreement or (b) vote, express consent the delivery by each Stockholder to Parent of a written certificate by one of its duly authorized individuals certifying that such Stockholder (or dissent its nominee holder) shall attend the Stockholders Meeting in person and vote (or issue instructions to cause the record holder to vote the voting of) its Voting Shares in accordance with Section 1.1 hereof, provided, that in the provisions event that a Qualifying Action is subsequently rescinded, revoked or modified in any manner inconsistent with the requirements of Section 4(b) at any 1.1, such meeting; action shall no longer be a Qualifying Action, and (c) grant or withhold, or issue instructions to Parent shall have the record holder to grant or withhold, consistent with the provisions of proxy described in this Section 4, all written consents 1.2 with respect to the such Stockholder’s Voting Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period 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 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 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 4 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 ShareholderBy execution of this Agreement, revoking each Stockholder does hereby appoint the Company and any of its designees with full power of substitution and resubstitution, as such Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of such Stockholder’s rights with respect to the Covered Shares, to vote and exercise all voting and related rights, if such Stockholder fails to vote his, her or its Covered Shares, or otherwise fails to perform or comply with such Stockholder’s obligations under this Agreement, solely with respect to the matters set forth in Section 1 hereof. Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes (or causing agrees to cause to be revoked) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of the Shareholder, for and in 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 record holder to vote the Shares in accordance with the provisions of Section 4(b) at any previously granted by such meeting; and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents Stockholder with respect to the SharesCovered Shares and represents that none of such previously-granted proxies are irrevocable, other than as contemplated by the Shareholder Agreements. 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 Shareholder) until the end of the Agreement Period 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 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 Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5 6 is given in connection with with, and granted in consideration of of, and as an inducement to the Company, Parent entering and Merger Sub to enter into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Shareholder Stockholder under Section 4 hereof1. The irrevocable proxy and power of attorney 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, personal representatives, successors, transferees and assigns. Each Stockholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Notwithstanding anything contained herein to the contrary, this Section 5 is executed irrevocable proxy and intended to be irrevocable, subject, however, to automatic termination power of attorney shall automatically terminate upon the termination Expiration Date. For the avoidance of doubt, this Agreement does not, and is not an agreement to, revoke or otherwise terminate any proxy granted by the Stockholder 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 Voting Agreement) without obtaining the Shareholder’s prior written consent.

Irrevocable Proxy. The Shareholder, revoking (or causing to be revoked) any proxies that he has heretofore granted, Each Stockholder hereby irrevocably appoints Parent the Proxy Holders, or any of them, with full power of substitution and resubstitution and power to act alone, as such Stockholder’s proxy and attorney-in-fact and proxy for and on behalf fact, to vote all of the ShareholderOwned 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, for 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 the nameany other circumstance, place however called, and stead to execute consents with respect all of the Shareholder, tosuch Stockholder’s Covered Shares as follows: (a) attend 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 postpone any Company Stockholder Meeting to a later date if the Company proposes or requests such postponement or adjournment, and all (v) the approval of any other proposal to be voted upon or consented to by the Company Shareholder Meetings; Stockholders at any Company Stockholder Meeting or other meeting of stockholders or in respect of any proposed action by written consent, the 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) voteagainst (i) any proposal, express consent action, or dissent agreement that would reasonably be expected to result in a breach of any covenant, representation or issue instructions warranty or other obligation or agreement of the Company contained in the Merger Agreement or that would reasonably be expected to result in any condition set forth in the Merger Agreement not being satisfied or not being fulfilled prior to the record holder Termination Date, (ii) any proposal to vote amend the Shares in accordance with the provisions of Section 4(b) at any such meeting; and (c) grant Charter or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity Bylaws of the Shareholder) until the end of the Agreement Period and shall not be terminated by operation of Law or upon the occurrence of any other event Company, other than the termination of this Agreement pursuant to Section 13(d). The Shareholder authorizes such attorney 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 proxy to substitute (v) any other Person proposal, action or agreement that would reasonably be expected to act hereunder, to revoke any substitution and to file this proxy and any substitution prevent or revocation with materially impede or materially delay the Secretary approval of the CompanyCharter Amendment or the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement, (clauses (a) and (b) collectively, the “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. The Shareholder Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5 1 is given in connection with and granted in consideration the Company’s execution of and as an inducement to Parent entering into the Merger Agreement Agreement, and further affirms that such the irrevocable proxy is given coupled with an interest, is intended to secure be irrevocable in accordance with the obligations provisions of Section 78.355 of the Shareholder NRS, and may under Section 4 hereofno circumstances be revoked. The irrevocable proxy set forth in this Section 5 granted by each Stockholder herein is executed a durable power of attorney and intended to be irrevocableshall survive the dissolution, subject, however, to automatic termination upon the termination bankruptcy or incapacity of this Agreement pursuant to Section 13(d)such Stockholder. Notwithstanding the foregoing, the Parent proxy and appointment granted hereby shall not have 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 right to exercise consummation of the proxy contained in transactions contemplated by this Section 5 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 Parent’s appointment Acquiror, take any action that would reasonably be expected to result in the conversion of any Covered Shares of such Stockholder that, as attorney-in-fact and proxy for and on behalf of the Shareholder 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 rendered voidvoted or consents to be in executed in respect of, if Parent all of the Covered Shares of each of the Stockholders at the Company Stockholder Meeting and at every other meeting of Company Stockholders, including any postponement, recess or Merger Sub shall have amended adjournment thereof, or modified in any other circumstance, however called, and to execute consents with respect all of such Stockholder’s Covered Shares, in favor of the Offer or if Company shall have consented to a change described Supported Matters set forth in Section 1.1(a)(iclause (a) of the Merger Agreement first paragraph of this Section 1 and against the Supported Matters set forth in a manner adverse to the Shareholder clause (other than any extension b) of the Offer to first paragraph of this Section 1. The Company shall ensure that the extent permitted in Proxy Holders comply with the Merger Agreement) without obtaining foregoing sentence. Without limiting the Shareholder’s prior written consentobligations of each Proxy Holder hereunder, the parties acknowledge and agree that obligations of the Proxy Holders hereunder shall be exercised by the consent of a majority of all Proxy Holders.

Irrevocable Proxy. The Shareholder, revoking (or causing to be revoked) any proxies that he has heretofore granted, Each Shareholder hereby irrevocably grants to and appoints Parent Parent, and each of its officers, as such Shareholder's proxy and attorney-in-fact pursuant to and proxy for and on behalf of the Shareholder, for and in 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 record holder to vote the Shares in accordance with the requisite provisions of Section 4(b) the Ohio Law, with full power of substitution to vote all of such Shareholder's Owned Shares at any meeting of the Company's shareholders (whether annual or special and whether or not an adjourned or postponed meeting) or with respect to any action by written consent in lieu of a meeting of the Company's shareholders by executing the written consent (or any other documents or instrument related thereto) with respect to all Owned Shares of such meeting; Shareholder and (c) grant or withhold, or issue instructions delivering the same to the record holder to grant or withhold, consistent with Company in the manner required by the requisite provisions of the Ohio Law, on the matters and in the manner specified in Section 41.01 (the "Irrevocable Proxy"). THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND ARE COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM A SHAREHOLDER MAY TRANSFER ANY OF SUCH SHAREHOLDER'S OWNED SHARES IN BREACH OF THIS AGREEMENT. Each Shareholder hereby revokes all written consents other proxies and powers of attorney with respect to the Shares. The foregoing Owned Shares that may have heretofore been appointed or granted, and no subsequent proxy or power of attorney shall be deemed to be a proxy coupled with an interest, is irrevocable given or written consent executed (and as such shall survive and not be affected by the deathif given or executed, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period and shall not be terminated effective) by operation of Law any Shareholder with respect thereto. All authority herein conferred or upon agreed to be conferred shall survive the occurrence death or incapacity of any other event other than Shareholder, and the termination of the Irrevocable Proxy and any obligation of each Shareholder under this Agreement pursuant to Section 13(d)shall be binding upon the heirs, personal representatives, successors and assigns of such Shareholder. The Each Shareholder authorizes such attorney and proxy to substitute represents that any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary proxies heretofore given in respect of the CompanyOwned Shares are not irrevocable, and that any such proxies are hereby revoked. The Each Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon each Shareholder's execution and delivery of this Agreement. Each Shareholder hereby affirms that the irrevocable proxy Irrevocable Proxy set forth in this Section 5 1.02 is given in connection with and granted in consideration the execution of and as an inducement to Parent entering into the Merger Agreement Agreement, and that such irrevocable proxy Irrevocable Proxy is given to secure the obligations performance of the duties of such Shareholder under Section 4 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 and 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 connection with the Merger Agreement) without obtaining . Each Shareholder hereby ratifies and confirms all that the Shareholder’s prior written consentIrrevocable Proxy may lawfully do or cause to be done by virtue hereof.

Irrevocable Proxy. The Shareholder, revoking Stockholder hereby revokes (or causing agrees to cause to be revoked) any proxies that he the Stockholder has heretofore grantedgranted with respect to the Subject Shares. In the event and to the extent that the Stockholder fails to vote the Subject Shares in accordance with Section 1.1 at any applicable meeting of the stockholders of Parent or pursuant to any applicable written consent of the stockholders of Parent, hereby the Stockholder shall be deemed to have irrevocably appoints Parent granted to, and appointed, the Company as attorney-in-fact and proxy for and on behalf of the ShareholderStockholder, for and in the name, place and stead of the ShareholderStockholder, to: (a) attend any and all Company Shareholder Meetings; meetings of Parent Stockholders with respect to any of the matters specified in Section 1.1, (b) vote, express consent or dissent or issue instructions to the record holder to vote the Subject Shares in accordance with the provisions of Section 4(b) 1.1 at any such meeting; and all meetings of Parent Stockholders or in connection with any action sought to be taken by written consent of Parent 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 41.1, all written consents with respect to the SharesSubject Shares at any and all meetings of Parent Stockholders or in connection with any action sought to be taken by written consent of Parent Stockholders without a meeting. The Company 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 ShareholderStockholder, as applicable) until the end termination of the this Agreement Period and shall not be terminated by operation of Law law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 13(d)4.2. The Shareholder Stockholder 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 CompanyParent. The Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5 1.4 is given in connection with and granted in consideration of and as an inducement to the Company, Parent entering and Merger Sub to enter into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Shareholder Stockholder under Section 4 hereof1.1. The irrevocable proxy set forth in this Section 5 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 13(d4.2. 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 the name of a bank, broker or nominee). Notwithstanding the foregoing, the Parent Stockholder shall not have take all action necessary to cause the right record holder of such Subject Shares to exercise grant the irrevocable proxy contained and take all other actions provided for 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 1.4 with respect 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 consentsuch Subject Shares.

Irrevocable Proxy. The ShareholderEach Grantor hereby revokes all previous proxies with regard to its Pledged Securities, revoking (or causing its Pledged Partnership Interests and its Pledged Limited Liability Company Interests and, appoints the Agent as its respective proxyholder to be revoked) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of the Shareholder, for and in the name, place and stead of the Shareholder, to: (a) attend and vote at any and all Company Shareholder Meetings; (b) vote, express consent or dissent or issue instructions to the 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 record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity meetings of the Shareholder) until the end shareholders of the Agreement Period corporation(s) which issued the Pledged Securities, and shall not be terminated by operation any adjournments thereof, held on or after the date of Law or upon the occurrence giving of any other event other than this proxy and prior to the termination of this Agreement pursuant proxy and to Section 13(dexecute any and all written consents of shareholders of such corporation(s) 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 its shares or had personally signed the written consents, waivers or ratification, and (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 the giving of this proxy and to execute any and 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 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 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. The Shareholder Each Grantor hereby authorizes such attorney and proxy the Agent to substitute any other another Person (which Person shall be a successor to act the rights of the Agent hereunder, a nominee appointed by the Agent to revoke serve as proxyholder, or otherwise as approved by such Grantor in writing, such approval not to be unreasonably withheld) as the proxyholder and, during the existence of any substitution Event of Default, hereby authorizes and directs the proxyholder to file this proxy and any the substitution or revocation instrument with the Secretary secretary of the Companyappropriate corporation. The Shareholder hereby affirms that the irrevocable proxy set forth in 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 This proxy is given to secure coupled with an interest and is irrevocable until such time as all outstanding principal and interest on the obligations of the Shareholder under Section 4 hereof. The irrevocable proxy set forth Notes have been indefeasibly paid 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 consentfull.

Irrevocable Proxy. The ShareholderStockholder constitutes and appoints Holding and each of its executive officers, revoking (or causing from and after the date hereof until the earlier to be revoked) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf occur of the Shareholder, for Effective Time and in 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 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 record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period 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 13(d). The Shareholder authorizes 10 hereof (at which point such attorney constitution and appointment shall automatically be revoked) as Stockholder’s attorney, agent and proxy to substitute any other Person to act hereunder(such constitution and appointment, the “Irrevocable Proxy”), with full power of substitution, to revoke vote and otherwise act with respect to all Stockholder’s Shares at any substitution meeting of the stockholders of the Company (whether annual or special and to file this proxy whether or not an adjourned or postponed meeting), and in any substitution or revocation with action by written consent of the Secretary stockholders of the Company, on the matters and in the manner specified in Section 1.1. The Shareholder THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM STOCKHOLDER MAY TRANSFER ANY OF ITS SHARES IN BREACH OF THIS AGREEMENT. Stockholder hereby affirms revokes all other proxies and powers of attorney with respect to all of Stockholder’s Shares that may have heretofore been appointed or granted, and no subsequent proxy or power of attorney shall be given (and if given, shall not be effective) by Stockholder with respect thereto on the irrevocable proxy set forth in this matters covered by 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 4 hereof1. 1. The irrevocable proxy set forth in this Section 5 is executed and intended All authority herein conferred or agreed to be irrevocable, subject, however, to automatic termination conferred shall survive the death or incapacity of Stockholder and any obligation of Stockholder under this Agreement shall be binding upon the termination heirs, personal representatives, successors and assigns of this Agreement pursuant Stockholder. It is understood and agreed that Holding will not use such Irrevocable Proxy unless the Stockholder fails to comply with Section 13(d). Notwithstanding the foregoing1.1 hereof and that, 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 Holding uses such Irrevocable Proxy, it will only vote such Shares with respect to the matters specified in, and in accordance with the Merger Agreement) without obtaining the Shareholder’s prior written consentprovisions of, Section 1.1 hereof.

Irrevocable Proxy. The Shareholder, revoking (or causing to be revoked) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of the Shareholder, for and in 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 Subject to the record holder to vote final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint the Shares in accordance Company and any of its designees with the provisions full power of Section 4(b) at any such meeting; substitution and (c) grant or withholdresubstitution, or issue instructions as Stockholder’s true and lawful attorney and irrevocable proxy, to the record holder to grant or withhold, consistent with the provisions fullest extent of Section 4, all written consents Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign 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 solely with respect to the matters set forth in Section 1 hereof. The foregoing Stockholder intends this proxy shall be deemed to be a proxy irrevocable and coupled with an interestinterest hereunder until the Expiration Date, is irrevocable (hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and as represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not be affected by to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the death, incapacity, mental illness or insanity of matters set forth in Section 1 until after the Shareholder) until the end of the Agreement Period 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 13(d)Expiration Date. 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 Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5 6 is given in connection with and granted in consideration of and as an inducement to Parent entering the Company, Parent, First Merger Sub and Second Merger Sub to enter into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Shareholder Stockholder under Section 4 hereof1. The Notwithstanding anything contained herein to the contrary, this irrevocable proxy set forth in this Section 5 is executed and intended to be irrevocable, subject, however, to automatic termination shall automatically terminate 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 consentExpiration Date.

Irrevocable Proxy. The ShareholderEach Stockholder has revoked or terminated any proxies, revoking (voting agreements or causing to be revoked) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of the Shareholder, for and in the name, place and stead of the Shareholder, to: (a) attend any and all Company Shareholder Meetings; (b) vote, express consent similar arrangements previously given or dissent or issue instructions to the 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 record holder to grant or withhold, consistent with the provisions of Section 4, all written consents entered into with respect to the SharesSubject Stock. The foregoing Each Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote such Stockholder's Subject Stock at any at the Company Stockholders Meeting or at any other meeting of the holders of Company Common Stock called to seek consider the adoption of the Merger Agreement and the Merger; provided, that this proxy and power of attorney granted by such Stockholder shall be effective if, and only if, such Stockholder has not delivered to the Company at least three (3) Business Days prior to such meeting, a duly executed proxy card voting such Stockholder's Subject Shares in favor of adopting the Merger Agreement and the Merger and has not revoked such duly executed proxy card. This proxy and power of attorney is given by such Stockholder in connection with, and in consideration of, the execution of the Merger Agreement by Parent and to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder 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 Stockholder shall be irrevocable, shall be deemed to be a proxy coupled with an interest, interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by a Stockholder with respect to any of the Subject Shares. The power of attorney granted by each Stockholder herein is irrevocable (a durable power of attorney and as such shall survive and not be affected by the deathdissolution, incapacitybankruptcy, mental illness death or insanity incapacity of the Shareholder) until the end of the Agreement Period 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 13(d)a Stockholder. 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 power of the Company. The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 5 is given in connection with and attorney 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 4 hereof. The irrevocable proxy set forth in this Section 5 is executed and intended to be irrevocable, subject, however, to automatic termination hereunder shall terminate upon the termination of this Agreement pursuant to Section 13(d)5.01. Notwithstanding the foregoing, the Parent The irrevocable proxy granted pursuant to this Section 2.02 shall not have be terminated by any act of the right to exercise Stockholder or by operation of Law. If between the proxy contained in this Section 5 execution hereof and the Parent’s appointment as attorneyTermination Date, any trust or estate holding the Subject Stock should be terminated, or if any corporation or partnership holding the Subject Stock should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates or book-in-fact and proxy for and entry credits representing the Subject Stock shall be delivered by or on behalf of the Shareholder Stockholder in accordance with the terms and conditions of this Agreement, and actions taken by Parent hereunder shall be rendered voidas valid as if such death, if incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not Parent has received notice of such death, incapacity, termination, dissolution, liquidation 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 consentevent.

Irrevocable Proxy. The ShareholderPledgor hereby agrees to grant, revoking and does hereby grant, to the Collateral Agent for the benefit of the Collateral Agent, an irrevocable proxy in the form attached hereto as Exhibit B to (i) vote or causing cause to be revoked) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of the Shareholder, for and in the name, place and stead of the Shareholder, to: (a) attend voted any and all Company Shareholder Meetings; (b) vote, express consent or dissent or issue instructions to of the record holder to vote the Pledged Shares in accordance with the provisions of Section 4(b) at any such meeting; and (cii) grant give or withholdcause to be given consents, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with waivers and ratifications in respect to the Sharesthereof. The foregoing Such proxy shall be deemed to be a proxy coupled with an interest, is irrevocable valid until the earlier of (x) payment and as such shall survive and not be affected by the death, incapacity, mental illness or insanity performance in full of the ShareholderNotes Obligations and (y) until the end of the Agreement Period 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 in accordance with Section 13(d)15. The Shareholder authorizes 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 attorney 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 proxy all of the Pledged Shares, (ii) give, or cause to substitute 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 Person distributions paid in respect of the Pledged Collateral. All such rights of the Pledgor to act hereundervote, or cause to revoke any substitution be voted and to file this proxy give, or cause to be given, consent, waivers and any substitution or revocation with 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 Secretary Collateral Agent shall have given written notice to the Pledgor of the CompanyCollateral Agent’s intention to exercise remedies. The Shareholder hereby affirms that Pledgor further agrees to execute the irrevocable proxy set forth in 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 4 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.form attached hereto in Exhibit B.

Irrevocable Proxy. The Shareholder, revoking Stockholder hereby revokes (or causing agrees to cause to be revoked) any proxies that he the Stockholder has heretofore grantedgranted with respect to the Subject Shares. In the event and to the extent that the Stockholder fails to vote the Subject Shares in accordance with Section 1.1 at any applicable meeting of the Parent Stockholders or pursuant to any applicable written consent of the stockholders of Parent, hereby the Stockholder shall be deemed to have irrevocably appoints granted to, and appointed, Parent and any of its designees with full power of substitution and resubstitution, as attorney-in-fact and proxy for and on behalf of the ShareholderStockholder, for and in the name, place and stead of the ShareholderStockholder, to: (a) attend any and all Company Shareholder Meetings; meetings of the Parent Stockholders, (b) vote, express consent or dissent or issue instructions to the record holder to vote the Subject Shares in accordance with the provisions of Section 4(b) 1.1 at any such meeting; and all meetings of the Parent Stockholders or in connection with any action sought to be taken by written consent of the Parent 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 41.1, all written consents with respect to the SharesSubject Shares at any and all meetings of the Parent Stockholders or in connection with any action sought to be taken by written consent of the Parent Stockholders without a meeting. ▇▇▇▇▇▇ 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 ShareholderStockholder, as applicable) until the end termination of the this Agreement Period and shall not be terminated by operation of Law law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 13(d)3.2. The Shareholder Stockholder 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 CompanyParent. The Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5 1.4 is given in connection with and granted in consideration of and as an inducement to Parent entering Parent, Merger Sub and the Company to enter into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Shareholder Stockholder under Section 4 hereof1.1. The irrevocable proxy set forth in this Section 5 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 13(d3.2. 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 the name of a bank, broker or nominee). Notwithstanding the foregoing, the Parent Stockholder shall not have take all action necessary to cause the right record holder of such Subject Shares to exercise grant the irrevocable proxy contained and take all other actions provided for in this Section 5 and 1.4 with respect to such Subject Shares. Notwithstanding any other provisions of this Agreement, the Parent’s appointment as attorney-in-fact and irrevocable proxy for and on behalf granted hereunder shall automatically terminate upon the termination of this Agreement in accordance with 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 terms set forth 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 consent3.2 hereof.

Irrevocable Proxy. The Shareholder, revoking Shareholder hereby revokes (or causing agrees to cause to be revoked) any proxies that he the Shareholder has heretofore granted, granted with respect to the Subject Shares. The Shareholder hereby irrevocably appoints Parent the Company as attorney-in-fact and proxy for and on behalf of the Shareholder, for and in the name, place and stead of the Shareholder, to: (a) attend any and all Company Shareholder Meetings; meetings of Parent Shareholders, (b) vote, express consent or dissent or issue instructions to the record holder to vote the Subject Shares in accordance with the provisions of Section 4(b) 1.1 at any such meeting; and all meetings of Parent Shareholders or in connection with any action sought to be taken by written consent of Parent Shareholders 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 41.1, all written consents with respect to the SharesSubject Shares at any and all meetings of Parent Shareholders or in connection with any action sought to be taken by written consent of Parent Shareholders without a meeting. The Company 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 Shareholder, as applicable) until the end termination of the this Agreement Period and shall not be terminated by operation of Law law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 13(d)4.2. 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 CompanyParent. The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 5 1.5 is given in connection with and granted in consideration of and as an inducement to the Company, Parent entering and Merger Sub to enter into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Shareholder under Section 4 hereof1.1. The irrevocable proxy set forth in this Section 5 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 13(d)4.2. Notwithstanding the foregoing, the Parent shall not have the right With respect 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 any Subject Shares that are owned beneficially by 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) but are not held of the Merger Agreement in a manner adverse to record by the Shareholder (other than any extension of shares beneficially owned by the Offer to the extent permitted Shareholder that are held in the Merger Agreement) without obtaining name of a bank, broker or nominee), the Shareholder’s prior written consentShareholder shall 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 1.5 with respect to such Subject Shares.

Irrevocable Proxy. The Shareholder, revoking (or causing to be revoked) any proxies that he has heretofore granted, Each Principal Stockholder hereby irrevocably appoints Parent and any designee of Parent (the “Proxy Holders”), each of them individually, as such Principal Stockholder’s proxy and attorney-in-fact and proxy for and on behalf pursuant to the provisions of Section 212 of the ShareholderDelaware General Corporation Law, for as amended, with full power of substitution and resubstitution, to vote and act on such Principal Stockholder’s behalf and in the 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 Shareholderholders of Company Securities, to: (a) attend and at any and all Company Shareholder Meetings; (b) vote, express consent adjournment or dissent or issue instructions to the record holder to vote the Shares in accordance with the provisions postponement of Section 4(b) at any such meeting; , held during the term of this Agreement, and (c) grant or withholdto act by written consent with respect to each such Principal Stockholder’s Owned Shares, or issue instructions to at all times during the record holder to grant or withhold, consistent with the provisions term of Section 4, all written consents this Agreement with respect to the Sharesmatters (the “Specified Matters”) referred to in, and in accordance with, Section 3(a) hereof; provided, that the Proxy Holders may not act by written consent to approve the Merger Agreement, the Merger or any other transactions contemplated by the Merger Agreement. The foregoing Each Principal Stockholder affirms that this proxy shall be deemed to be a proxy is coupled with an interestinterest and shall be irrevocable, is irrevocable (subject to termination pursuant to Section 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 as hereby revokes any and all previous proxies granted with respect to such shall survive Principal Stockholder’s Owned Shares. Each Principal Stockholder covenants and agrees not be affected by the deathto grant any subsequent proxy with respect to such Principal Stockholder’s Owned Shares, incapacityand further covenants and agrees that any such proxy, mental illness or insanity of the Shareholder) until the end of the Agreement Period and if granted, shall not be terminated by operation of Law valid or upon the occurrence of any other event other than the termination of this Agreement pursuant effective. Each Principal Stockholder shall be permitted to Section 13(d). The Shareholder authorizes vote 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 this Section 5 is given Principal Stockholder’s Owned Shares in connection with and granted in consideration any of and as an inducement to Parent entering into the Merger Agreement and Specified Matters provided that such irrevocable vote is in compliance with Section 3(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 is given granted pursuant to secure the obligations of the Shareholder under this Section 4 hereof. The irrevocable proxy set forth in this Section 5 unless such Principal Stockholder’s vote 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 consentsubsequently withdrawn.

Irrevocable Proxy. The Shareholder, revoking Stockholder hereby revokes (or causing agrees to cause to be revoked) any proxies that he the Stockholder has heretofore granted, granted with respect to the Subject Shares. The Stockholder hereby irrevocably appoints Parent the Company as attorney-in-fact and proxy for and on behalf of the ShareholderStockholder, for and in the name, place and stead of the ShareholderStockholder, to: (a) attend any and all Company Shareholder Meetings; meetings of the Parent Stockholders, (b) vote, express consent or dissent or issue instructions to the record holder to vote the Subject Shares in accordance with the provisions of Section 4(b) 1.1 at any such meeting; and all meetings of the Parent Stockholders or in connection with any action sought to be taken by written consent of the Parent 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 41.1, all written consents with respect to the SharesSubject Shares at any and all meetings of the Parent Stockholders or in connection with any action sought to be taken by written consent of the Parent Stockholders without a meeting. The Company 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 ShareholderStockholder, as applicable) until the end termination of the this Agreement Period and shall not be terminated by operation of Law law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 13(d)4.2. The Shareholder Stockholder 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 CompanyParent. The Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5 1.4 is given in connection with and granted in consideration of and as an inducement to the Company, Parent entering and Merger Sub to enter into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Shareholder Stockholder under Section 4 hereof1.1. The irrevocable proxy set forth in this Section 5 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 13(d4.2. 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 the name of a bank, broker or nominee). Notwithstanding the foregoing, the Parent Stockholder shall not have take all action necessary to cause the right record holder of such Subject Shares to exercise grant the irrevocable proxy contained and take all other actions provided for 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 1.4 with respect 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 consentsuch Subject Shares.

Irrevocable Proxy. The ShareholderDuring the period from the date of this Agreement until the Expiration Date, revoking (or causing to be revoked) each Shareholder hereby appoints the Company through any designee of the Company, and each of them individually, its proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorneyand attorneys-in-fact fact, with full power of substitution and proxy for resubstitution, to vote such Shareholder’s Company Ordinary Shares and on behalf Series A Shares, as applicable, at every meeting of the Shareholder, for and in the name, place and stead shareholders of the Shareholder, to: (a) attend any and all Company Shareholder Meetings; (b) vote, express consent or dissent or issue instructions to the 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 record holder to grant or withhold, consistent with the provisions of Section 4, all written consents called with respect to any of the Sharesfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of the Company with respect to any matter referred to in Section 2.01(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. The foregoing 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 irrevocable, shall be deemed to be a proxy coupled with an interestinterest 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 Subject 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, is irrevocable 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 to comply in all respects with the Company Memorandum for the purposes of all meetings (and as such adjournments and postponements thereof) contemplated hereby. The proxy and power of attorney granted by each Shareholder hereunder shall survive automatically terminate and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period and shall not be terminated by operation of Law or revoked upon the 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 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 4 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 consent4.01.

Irrevocable Proxy. The Shareholder, revoking (or causing to be revoked) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf 3.1 Contemporaneously with the execution of the Shareholder, for and in the name, place and stead of the Shareholder, tothis Agreement: (a) attend any the Shareholder shall, and all Company the Controlling Sponsors shall cause the Shareholder Meetings; (b) voteto, express consent or dissent or issue instructions deliver to Parent a proxy, in the form attached to this Agreement as Exhibit A, which shall be treated as coupled with a security interest of the proxy holder and therefore shall be irrevocable to the record holder to vote the Shares in accordance with the provisions of Section 4(b) fullest extent permitted by Law (at any such meeting; and (c) grant or withhold, or issue instructions all times prior to the record holder to grant or withholdExpiration Time, consistent with the provisions of Section 4, all written consents at which Expiration Time such proxy shall be automatically revoked) with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable Covered Shares (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination shares underlying the Company Common Warrant prior to the exercise thereof) and the Shareholder (x) will take such further action or execute such other instruments as may be necessary to effectuate the intent 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 (y) hereby revokes any substitution or revocation proxy previously granted by the Shareholder with the Secretary of the Company. The Shareholder hereby affirms respect to any Covered Shares; provided, however, that the irrevocable proxy set forth in 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 foregoing shall not limit the obligations of the Shareholder under Section 4 hereof. The irrevocable proxy set forth in this Section 5 is executed below and intended shall only be effective if the Shareholder fails to be irrevocablecounted as present or to vote all of the Shareholder’s Covered Shares (other than the shares underlying the Company Common Warrant prior to the exercise thereof) in accordance with Section 4 below; provided, subjectfurther, however, to automatic termination that upon the termination occurrence of this Agreement pursuant a Trigger Event (as defined below), the proxy granted herein shall automatically be modified such that it only applies to the Locked Up Shares (as defined below) (as determined from time to time in connection with any Determination Date (as defined below)). 3.2 The Shareholder shall not, and the Controlling Sponsors shall cause the Shareholder not to, take any action with respect to, prior to a Trigger Event, the Covered Shares and, following a Trigger Event, the Locked Up Shares, in each case, that would reasonably be expected to restrict, limit or interfere with the performance of the Shareholder’s obligations hereunder or, subject 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) 6.3 of the Merger Agreement in a manner adverse to Agreement, the Shareholder (other than any extension transactions contemplated hereby, including the approval of the Offer to the extent permitted in the Merger Agreement) without obtaining the Shareholder’s prior written consentMerger.

Irrevocable Proxy. The Shareholder, revoking (or causing to be revoked) any proxies that he has heretofore granted, Each Stockholder hereby irrevocably appoints Parent the Chief Executive Officer of the Corporation (or, if at any time there is no Chief Executive Officer in office or if the Chief Executive Officer is unable to act, the longest tenured senior executive officer of the Corporation then in office) (the “Proxyholder”), and any designee of the Proxyholder, each as the sole and exclusive attorney-in-fact and proxy for of such Stockholder, with full power of substitution and on behalf re-substitution, to exercise all of such Stockholder’s voting, consent (whether pursuant to Section 228 of the Shareholder, for and in the name, place and stead General Corporation Law of the Shareholder, to: State of Delaware (athe “DGCL”) attend or otherwise) and related rights with respect to any and all Company Shareholder Meetings; (b) voteSubject Shares that such Stockholder now or may hereafter hold record ownership or beneficial ownership of from time to time, express consent or dissent or issue instructions to the 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 record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period 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 13(d)and the Settlement Agreement. The Shareholder authorizes such attorney Each Stockholder hereby acknowledges and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this agrees that the proxy and any substitution or revocation with the Secretary of the Company. The Shareholder hereby affirms that the power-of-attorney provided herein (this “Proxy”) are irrevocable proxy set forth in 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 4 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 under Section 212 of the DGCL, are coupled with an interest and shall continue in effect at any time when any Subject Shares are held of record or beneficially owned by such Stockholder or any transferee thereof (which period of effectiveness of this Proxy may, for the avoidance of doubt, exceed a period of three years). Without limiting the foregoing, each Stockholder hereby acknowledges and agrees that this Proxy shall survive such Stockholder’s death, disability or incapacity (in the Merger Agreementcase of an individual) without obtaining or any Reorganization involving any Stockholder (in the Shareholdercase of any other Person) and shall survive the transfer of any of the Subject Shares. The Proxyholder will be empowered at any time from and after the date hereof, in a manner consistent with this Agreement but otherwise in its sole and absolute discretion to vote or cause to be voted all of the Subject Shares at every annual or special meeting of the Corporation’s prior written consentstockholders on all matters in respect of which the Subject Shares are entitled to vote and at every adjournment or postponement thereof, and take every action or approval by consent of the Corporation’s stockholders (and execute and deliver any and all such consents) in respect of which the Subject Shares are entitled to consent in lieu of a meeting of stockholders.

Irrevocable Proxy. The Shareholder, revoking (or causing to be revoked) any proxies that he has heretofore granted, Each Seller hereby irrevocably appoints Parent as attorney-in-fact Purchaser or any designee of Purchaser the lawful agent, attorney and proxy for and on behalf of such shareholder, during the Shareholderterm of this Agreement, for and in the name, place and stead of the Shareholder, to: to (a) attend any and all Company Shareholder Meetingsvote the Shares in favor adoption of the Merger Agreement; (b) vote, express consent or dissent or issue instructions to the record holder to vote the Shares against any action or agreement that would result in accordance with a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the provisions of Section 4(b) at any such meetingCompany under the Merger Agreement; and (c) grant vote the Shares against any action or withholdagreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or issue instructions attempt to discourage the record holder 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 grant in writing by Purchaser; (iv) any material change in the present capitalization or withhold, consistent dividend policy of the Company; or (v) any other material change in the Company's 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 provisions intent of Section 4, all written consents this proxy and hereby revokes any proxy previously granted by it with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period and Each Seller shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of hereafter, unless and until this Agreement terminates pursuant to Section 13(d). The Shareholder authorizes 8.6 hereof, purport to vote (or execute a consent with respect to) 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 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 4 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 Shares (other than through this irrevocable proxy) or grant any extension other proxy or power of the Offer attorney with respect to any Shares, 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 or give instructions with respect to the extent permitted in voting of such Shares. Notwithstanding anything herein to the Merger Agreement) without obtaining contrary, the Shareholder’s prior written consentSellers may transfer as charitable gifts up to an aggregate of 300,000 Shares.

Irrevocable Proxy. The ShareholderBy execution of this Agreement, revoking each Securityholder and its Affiliates (if applicable) do hereby irrevocably and unconditionally appoint and constitute INSW or causing to any designee thereof, until the Expiration Time (immediately after which time this proxy shall automatically be revoked), with full power of substitution and resubstitution, as such Securityholder’s or Affiliates’ (if applicable) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as true and lawful attorney-in-fact and irrevocable proxy, to the fullest extent of such Securityholder’s or Affiliates’ (if applicable) rights with respect to the Subject 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 power to execute and deliver written consents) with respect to such Subject Securities owned or 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 on behalf 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 cause to be done in accordance with this Section 5. At any meeting of the ShareholderSecurityholders of DSSI (whether annual or special) to which Section 3 is applicable, for each Securityholder shall (and in shall cause its Affiliates to), or shall direct (and shall cause its Affiliates to direct) the name, place and stead holder(s) of record of all of the ShareholderSubject Securities of such Securityholder or Affiliate (if applicable) on any applicable record date to, to: appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Securities of such Securityholder or Affiliate (aif applicable) attend to be counted as present thereat for purposes of establishing a quorum. If for any and all Company Shareholder Meetings; (b) votereason any proxy granted herein is not irrevocable after it becomes effective, express consent or dissent or issue instructions to then the record holder Securityholder granting such proxy agrees, until the Expiration Time, to vote the Shares Subject Securities of such Securityholder in accordance with the provisions 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 Section 4(bthe Securityholder (including any transferee of any of the Subject Securities). Each Securityholder undertakes and agrees: (i) at any such meetingto 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 in good faith pursuant to and in accordance with this power of attorney; and (cii) grant or withhold, or issue instructions to that the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period and Attorney shall not be terminated by operation of Law liable to the Securityholder for any loss or upon the occurrence damage occurring as a result of any other event other than act or omission made by the termination Attorney by reason of this Agreement acting in good faith 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 in accordance with this proxy and any substitution or revocation with the Secretary power of the Company. The Shareholder hereby affirms that the irrevocable proxy set forth in 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 4 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 Shareholder(a) Notwithstanding anything to the contrary set forth herein, revoking the provisions of Sections 6(b) through 6(f) of this Subscription Agreement shall apply only if the number of shares of our Series C Preferred Stock subscribed for by the Subscriber pursuant to this Subscription Agreement is less than 100,000; provided, that if the number of shares of our Series C Preferred Stock subscribed for by the Subscriber pursuant to this Subscription Agreement is equal to or greater than 100,000, the provisions of Sections 6(b) through 6(f) of this Subscription Agreement shall not apply and shall be of no force or effect whatsoever; provided that if the Subscriber has executed any other subscription agreement and the Company has accepted such other subscription agreement prior in time to the delivery of this Subscription Agreement in connection with the purchase in the Offering of other shares not covered by this Subscription Agreement, the terms of Section 6 of the first subscription agreement executed by the Subscriber and accepted by the Company shall control. (b) Subscriber hereby appoints the President of the Company, or causing his or her successor, as the Subscriber’s true and lawful proxy and attorney, with the power to be revoked) any proxies that he has heretofore grantedact alone and with full power of substitution, hereby irrevocably appoints Parent as attorney-in-fact and proxy for to, consistent with this instrument and on behalf of the ShareholderSubscriber, for and (i) vote all shares of our Series C Preferred Stock purchased by the Subscriber in the nameOffering pursuant to this Subscription Agreement or any other subscription agreement (and any shares of our common stock into which such shares of Series C Preferred Stock may be converted), place (ii) give and stead receive notices and communications, (iii) execute any written consent, instrument or document that the President determines is necessary or appropriate at the President’s complete discretion, and (iv) take all actions necessary or appropriate in the judgment of the ShareholderPresident for the accomplishment of the foregoing. The proxy and power granted by the Subscriber pursuant to this Section are coupled with an interest. Such proxy and power will be irrevocable. The proxy will not be binding upon transferees of Subscriber’s shares of Series C Preferred Stock purchased in this offering (or transferees of any shares of our common stock into which such shares of Series C Preferred Stock may be converted), to: including without limitation the heirs, estate, executors, personal representatives, and successors and assigns of investors. The proxy and power will terminate upon the earlier of (ai) attend any and all Company Shareholder Meetingsour common stock becoming listed for trading on a U.S. registered national securities exchange such as The Nasdaq Capital Market; (bii) vote, express consent or dissent or issue instructions the closing of a sale of shares of common stock to the record holder public in a firm-commitment underwritten public offering pursuant to vote an effective registration statement under the Shares Securities Act in accordance with which the per share price is at least $4.50 (as adjusted for stock splits, dividends, recapitalizations and the like), and the gross cash proceeds to our company (before underwriting discounts, commissions and fees) are at least $25,000,000; or (iii) the affirmative election of the Company’s board of directors. The President is an intended third-party beneficiary of this Section and has the right, power and authority to enforce the provisions of Section 4(b) at any such meeting; and hereof as though he or she was a party hereto. (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents Other than with respect to the Sharesgross negligence or willful misconduct of the President, in his or her capacity as the Subscriber’s true and lawful proxy and attorney pursuant to this Section (collectively, the “Proxy”), the Proxy will not be liable for any act done or omitted in his, her or its capacity as representative of the Subscriber pursuant to this instrument while acting in good faith, and any act done or omitted pursuant to the written advice of outside counsel will be conclusive evidence of such good faith. The foregoing proxy Proxy has no duties or responsibilities except those expressly set forth in this instrument, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of the Subscriber otherwise exist against the Proxy. The Subscriber shall be deemed indemnify, defend and hold harmless the Proxy from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Proxy Losses”) arising out of or in connection with any act done or omitted in the Proxy’s capacity as representative of the Subscriber pursuant to be a proxy coupled with an interestthis instrument, is irrevocable (and in each case as such shall survive and not be affected Proxy Losses are suffered or incurred; provided, that in the event that any such Proxy Losses are finally adjudicated to have been directly caused by the death, incapacity, mental illness gross negligence or insanity willful misconduct of the Shareholder) until Proxy, the end Company shall reimburse the Subscriber the amount of such indemnified Proxy Losses to the extent attributable to such gross negligence or willful misconduct (provided that the Proxy’s aggregate liability hereunder shall in no event exceed the Purchase Price). In no event will the Proxy be required to advance his, her or its own funds on behalf of the Agreement Period Subscriber or otherwise. The Subscriber acknowledges and shall not be terminated by operation agrees that the foregoing indemnities will survive the resignation or removal of Law the Proxy or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 13(d)instrument. (d) A decision, act, consent or instruction of the Proxy constitutes a decision of the Subscriber and is final, binding and conclusive upon the Subscriber. The Shareholder authorizes such attorney Company, shareholders of the Company and proxy to substitute any other Person to act hereunderthird party may rely upon any decision, to revoke any substitution and to file this proxy act, consent or instruction of the Proxy as being the decision, act, consent or instruction of the Subscriber. The Company, shareholders of the Company and any substitution other third party are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or revocation with the Secretary instruction of the Proxy. (e) The Subscriber hereby agrees to take any and all actions determined by the Company. The Shareholder hereby affirms that ’s board of directors in good faith to be advisable to reorganize this instrument and any Securities held by the irrevocable proxy set forth Subscriber into a special-purpose vehicle or other entity designed to aggregate the interests of holders of Securities issued in this Offering. (f) If any provision of this Proxy or any part of any this Section 5 6 is given held under any circumstances to be invalid or unenforceable in connection any jurisdiction, then (i) such provision or part thereof shall, with respect to such circumstances and granted in consideration such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (ii) the invalidity or unenforceability of such provision or part thereof under such circumstances and as an inducement to Parent entering into in such jurisdiction shall not affect the Merger Agreement validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and that (iii) the invalidity or unenforceability of such irrevocable proxy is given to secure provision or part thereof shall not affect the obligations validity or enforceability of the Shareholder under Section 4 hereof. The irrevocable proxy set forth in this Section 5 is executed and intended to be irrevocable, subject, however, to automatic termination upon remainder of such provision or the termination validity or enforceability of any other provision of this Agreement pursuant to Section 13(d)Proxy. Notwithstanding the foregoingEach provision of this Proxy is separable from every other provision of this Proxy, the Parent shall not have the right to exercise the proxy contained in and each part of each provision of this Section 5 and the Parent’s appointment as attorney-in-fact and proxy for and on behalf Proxy is separable from every other part 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 consentsuch provision.

Irrevocable Proxy. The Shareholder, revoking Stockholder hereby revokes (or causing agrees to cause to be revoked) any proxies that he the Stockholder has heretofore granted, granted with respect to the Subject Shares. The Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of the ShareholderStockholder, for and in the name, place and stead of the ShareholderStockholder, to: (a) attend any and all meetings of the Company Shareholder Meetings; 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 4(b) 1.1 at any such meeting; and all meetings of the Company Stockholders or in connection with any action sought to be taken by written consent of the 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 41.1, all written consents with respect to the SharesSubject Shares at any and all meetings of the Company 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 ShareholderStockholder, as applicable) until the end termination of the Merger Agreement Period and shall not be terminated by operation of Law law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 13(d)4.2. The Shareholder Stockholder 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 Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5 1.5 is given in connection with and granted in consideration of and as an inducement to Parent entering and Merger Sub to enter into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Shareholder Stockholder under Section 4 hereof1.1. The irrevocable proxy set forth in this Section 5 1.5 is executed and intended to be irrevocable, subject, however, to its 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 consent4.2.

Irrevocable Proxy. The Shareholder, revoking Stockholder hereby revokes (or causing agrees to cause to be revoked) any proxies that he the Stockholder has heretofore granted, granted with respect to the Subject Shares. The Stockholder hereby irrevocably appoints Parent the Company as attorney-in-fact and proxy for and on behalf of the ShareholderStockholder, for and in the name, place and stead of the ShareholderStockholder, to: (a) attend any and all Company Shareholder Meetings; meetings of PubCo Stockholders, (b) vote, express consent or dissent or issue instructions to the record holder to vote the Subject Shares in accordance with the provisions of Section 4(b) 1.1 at any such meeting; and all meetings of PubCo Stockholders or in connection with any action sought to be taken by written consent of PubCo 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 41.1, all written consents with respect to the SharesSubject Shares at any and all meetings of PubCo Stockholders or in connection with any action sought to be taken by written consent of PubCo Stockholders without a meeting. The Company 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 ShareholderStockholder, as applicable) until the end termination of the this Agreement Period and shall not be terminated by operation of Law law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 13(d)4.2. The Shareholder Stockholder 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 CompanyPubCo. The Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5 1.4 is given in connection with and granted in consideration of and as an inducement to Parent entering Company, PubCo and Merger Sub to enter into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Shareholder Stockholder under Section 4 hereof1.1. The irrevocable proxy set forth in this Section 5 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 13(d4.2. 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 the name of a bank, broker or nominee). Notwithstanding the foregoing, the Parent Stockholder shall not have take all action necessary to cause the right record holder of such Subject Shares to exercise grant the irrevocable proxy contained and take all other actions provided for 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 1.4 with respect 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 consentsuch Subject Shares.

Irrevocable Proxy. The ShareholderIf, revoking (or causing and only if, any Stockholder fails to be revoked) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of the Shareholder, for and in 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 record holder to vote the Shares in accordance comply with the provisions of Section 4(b) at 2.01, such Stockholder hereby agrees that such failure shall result, without any further action by such meeting; and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and Stockholder effective as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) date of such failure, in the constitution and appointment of Parent and each of its officers from and after the date of such determination until the end earlier to occur of the Agreement Period Closing 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 13(d). The Shareholder authorizes (at which point such attorney constitution and appointment shall automatically be revoked) as such Stockholder's attorney, agent and proxy to substitute any other Person to act hereunder(such constitution and appointment, the "IRREVOCABLE PROXY"), with full power of substitution, to revoke vote and otherwise act with respect to the Stockholder's Shares at any substitution meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), on the matters and in the manner specified in Section 2.01. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM A STOCKHOLDER MAY TRANSFER ANY OF HIS OR HER SHARES IN BREACH OF THIS AGREEMENT. Each Stockholder hereby revokes all other proxies and powers of attorney with respect to file this such Stockholder's Shares that may have heretofore been appointed or granted, and no subsequent proxy or power of attorney shall be given (and if given, shall not be effective) by any Stockholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of any Stockholder and any substitution or revocation with the Secretary obligation of the Company. The Shareholder hereby affirms that the irrevocable proxy set forth in Stockholder under 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 4 hereof. The irrevocable proxy set forth in this Section 5 is executed and intended to shall be irrevocable, subject, however, to automatic termination binding upon the termination heirs, personal representatives, successors and assigns 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 consentsuch Stockholder.

Irrevocable Proxy. The Shareholder, revoking Stockholder hereby revokes (or causing agrees to cause to be revoked) any proxies that he such Stockholder has heretofore grantedgranted with respect to the Subject Shares and the Contemplated Transactions. In the event and solely to the extent that Stockholder fails to execute and deliver a proxy card or voting instructions to vote the Subject Shares in accordance with Section 1.1(a), hereby Stockholder shall be deemed to have irrevocably appoints Parent appointed the Purchaser and any designee of the Purchaser as attorney-in-fact and proxy for and on behalf of the ShareholderStockholder, for and in the name, place and stead of the ShareholderStockholder, to: (a) attend any and all meetings of the stockholders of the Company Shareholder Meetings; (including the Stockholders Meeting) with respect to any of the matters specified in Section 1.1(a), (b) vote, express consent or dissent or issue instructions to the record holder to vote the Subject Shares in accordance with the provisions of Section 4(b1.1(a) at any such and all meetings of the stockholders of the Company (including the Stockholders Meeting) or in connection with any action sought to be taken by written consent of stockholders of the Company 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 41.1(a), all written consents with respect to the SharesSubject Shares at any and all meetings of the stockholders of the Company (including the Stockholders Meeting) or in connection with any action sought to be taken by written consent of stockholders of the Company without a meeting. P▇▇▇▇▇▇▇▇ agrees not to exercise the proxy granted herein for any purpose other than the purposes expressly 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 Shareholder) until the end termination of the this Agreement Period and shall not be terminated by operation of Law law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 13(d)4.2. The Shareholder Stockholder 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 President (or equivalent) of the Company. The Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5 1.4 is given in connection with and granted in consideration of and as an inducement to Parent entering Purchaser and the Company to enter into the Merger Asset Purchase Agreement and that such irrevocable proxy is given to secure the obligations of the Shareholder Stockholder under Section 4 hereof1.1(a). The With respect to any Subject Shares that are owned beneficially by a 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 Subject Shares to grant the irrevocable proxy set forth and take all other actions provided for in this Section 5 is executed and intended 1.4 with respect 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 consentsuch Subject Shares.

Irrevocable Proxy. The Shareholder, revoking (or causing a) Stockholder hereby revokes (and agrees to cause to be revoked) any proxies and all proxies, if any, that he it has heretofore granted, granted with respect to its Subject Shares. Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy proxy, with full power of substitution, for and on behalf of the ShareholderStockholder, for and in the name, place and stead of the ShareholderStockholder, to: : (ai) attend any and all meetings at which any Supported Matters are to be considered (whether annual or special and whether or not adjourned or postponed) of the holders of Company Shareholder Meetings; Common Shares (beach, a “Company Stockholder Meeting”); (ii) vote, express consent or dissent or dissent, issue instructions to the record holder to vote the Subject Shares or otherwise utilize such voting power in accordance with the provisions of Section 4(b) 3 at any such meetingannual or special meeting of the Company at which any Supported Matters are to be considered as Parent or its proxy shall, in Parent’s sole discretion, deem proper with respect to the Subject Shares; and and (ciii) if applicable, grant or withhold, or issue instructions to the record holder to grant or withhold, consistent in accordance with the provisions of Section 43, all written consents with respect to the Shares. Subject Shares at any Company Stockholder Meeting or otherwise. (b) The foregoing proxy granted pursuant to Section 4(a) shall be deemed to be a proxy coupled with an interest, interest and is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the ShareholderStockholder) until the end of the Agreement Period and shall not be terminated by operation of Law law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 13(d12(d) (in which case the foregoing proxy shall be deemed revoked automatically). The Shareholder Stockholder authorizes such attorney and proxy to substitute any other Person Person(s) 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 Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5 4 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub entering into this Agreement and the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Shareholder Stockholder under Section 4 hereof3. The irrevocable proxy set forth Notwithstanding anything to the contrary in this Section 5 is executed and intended 4, nothing herein shall prevent Stockholder from making any Transfers to be irrevocable, subjectPermitted Transferees in accordance with Section 7(b) herein; provided, 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 that no such Transfer to a change described in Section 1.1(a)(i) of Permitted Transferee shall limit, amend or revoke 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 consentforegoing proxy.

Irrevocable Proxy. The Shareholder(a) In accordance with Section 82(5) of the BVI Business Companies Act, revoking (or causing to be revoked) any proxies that he has heretofore granted2004 and Article 64 of the Company’s articles of association, the Management Stockholder hereby irrevocably appoints Parent SAC CBI and any authorized representatives and designees thereof as its lawful proxy and attorney-in-fact and proxy for to exercise with full power in the Management Stockholder’s name and on behalf its behalf, the Management Stockholder’s right to vote all of the Shareholdershares of outstanding Common Stock then (or, as applicable, on the record date for and in such action) owned by the name, place and stead Management Stockholder at any regular or special meeting of the Shareholderstockholders of the Company, to: (a) attend or written consent in lieu thereof, in such proxy holder’s sole discretion, on any and all Company Shareholder Meetings; (b) votematters, express consent including in favor of or dissent or issue instructions in opposition to the record holder to vote the Shares in accordance with the provisions of Section 4(b) at any such meeting; directors. This proxy is irrevocable and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy is 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 Shareholder) until the end of the Agreement Period interest and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of terminable as long as this Agreement pursuant to Section 13(d)remains in effect and, if the Management Stockholder is a natural person, shall not terminate on the Disability or incompetence of the Management Stockholder. The Shareholder authorizes such attorney Company is hereby requested and proxy directed to substitute any other Person to act hereunder, to revoke any substitution and to file honor this proxy upon its presentation by SAC CBI and any substitution or revocation with authorized representatives and designees thereof, without any duty of investigation whatsoever on the Secretary part of the Company. The Shareholder hereby affirms Management Stockholder agrees that the irrevocable 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 set forth is unenforceable, the Management Stockholder agrees to vote all shares of outstanding Common Stock 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, or written consent in lieu thereof, as directed by SAC CBI in SAC CBI’s sole discretion, on any and all matters, including in favor of or in opposition to directors. The Management Stockholder agrees to renew the granting of this 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 5 is given in connection 19(a) that applies with and granted in consideration of and as an inducement respect to Parent entering into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Shareholder under Section 4 hereof. The irrevocable proxy set forth in this Section 5 is executed and intended one or more particular matters to be irrevocable, subject, however, to automatic termination upon voted on by the termination of this Agreement pursuant to Section 13(d). stockholders. (b) Notwithstanding the foregoing, no provision of Section 19(a) shall be effective if such provision of Section 19(a) shall be deemed to give rise under the Parent shall not have the right to exercise the proxy contained in this Section 5 Memorandum of Association and the Parent’s appointment as attorney-in-fact and proxy for and on behalf Articles of Association of the Shareholder shall be rendered voidCompany (as amended from time to time, if Parent the “Memorandum and Articles”) to an obligation of SAC CBI or Merger Sub shall have amended any of its Affiliates or modified the Offer successors to purchase or if Company shall have consented make an offer to a change described in Section 1.1(a)(i) purchase any or all shares of Common Stock (including pursuant to Article 163 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 consentMemorandum and Articles).

Irrevocable Proxy. The ShareholderShareholder hereby irrevocably constitutes and appoints Parent, revoking or its designees, from and after the date hereof and until the Termination Date (or causing to at which point such constitution and appointment shall automatically be revoked) any proxies that he has heretofore grantedas Shareholder's attorney, hereby irrevocably appoints Parent as attorney-in-fact agent and proxy for (such constitution and on behalf appointment, the "Irrevocable Proxy"), with full power of substitution, to vote and otherwise act with respect to all such Shareholder's Shares at any meeting of the ShareholderShareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), for however called, and in any action by written consent of the Shareholders of the Company, on the matters and in the namemanner specified in Section 1.01. Without limiting the foregoing, place 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 stead of such proxy shall not confer the Shareholder, to: (aright) attend any and all Company Shareholder Meetings; (b) vote, express consent or dissent or issue instructions to the record holder to vote against the Shares in accordance with the provisions Merger. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM A SHAREHOLDER MAY TRANSFER ANY OF ITS SHARES IN BREACH OF THIS AGREEMENT. Shareholder hereby revokes all other proxies and powers of Section 4(b) at any such meeting; and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents attorney with respect to the Shares. The foregoing all Shareholder's Shares that may have heretofore been appointed or granted, and no subsequent proxy or power of attorney shall be deemed to be a proxy coupled with an interest, is irrevocable given (and as such shall survive and not be affected by the deathif given, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period and shall not be terminated effective) by operation Shareholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of Law or Shareholder and any obligation of Shareholder under this Agreement shall be binding upon the occurrence heirs, personal representatives, successors and assigns 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 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 4 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 ShareholderSolely with respect to the matters described in Section 1.1, revoking each Stockholder constitutes and appoints the Company, its general counsel, each member of the Special Committee and such other persons as the Special Committee may designate, and in the case of the ▇▇▇▇▇▇▇ ▇▇▇▇ Foundation, the Principal Stockholder, and each of them, 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 (or causing to at which point such constitution and appointment shall automatically be revoked) any proxies that he has heretofore granted), hereby irrevocably appoints Parent as such Stockholder’s attorney-in-fact , agent and proxy for (each such constitution and on behalf appointment, an “Irrevocable Proxy”), with full power of the Shareholdersubstitution, for and in the name, place and stead of such Stockholder, to vote and otherwise act with respect to all of such Stockholder’s Subject Securities at any annual, special or other meeting of the Shareholderstockholders of the Company, to: (a) attend and at any adjournment or adjournments or postponement thereof, and in any action by written consent of the stockholders of the Company, on the matters and in the manner specified in Section 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 STOCKHOLDER MAY TRANSFER ANY OF ITS SUBJECT SECURITIES IN BREACH OF THIS AGREEMENT. Each Stockholder hereby revokes all Company Shareholder Meetings; (b) vote, express consent other proxies and powers of attorney with respect to all of such Stockholder’s Subject Securities that may have heretofore been appointed or dissent or issue instructions granted with respect to the record holder matters covered by Section 1.1, and no subsequent proxy or power of attorney shall be given (and if given, shall not be effective) by such Stockholder with respect thereto on the matters covered by Section 1.1. All authority herein conferred or agreed to be conferred by any Stockholder shall survive the death or incapacity of such Stockholder and any obligation of any Stockholder under this Agreement shall be binding upon the heirs, personal representatives, successors and assigns of 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 Shares Subject Securities subject to such Irrevocable Proxy with respect to the matters specified in, and in accordance with the provisions of of, Section 4(b) at any such meeting; and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period 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 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 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 4 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 consent1.1.

Irrevocable Proxy. The ShareholderIf, revoking (or causing and only if, such Stockholder fails to be revoked) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of the Shareholder, for and in 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 record holder to vote the Shares in accordance comply with the provisions of Section 4(b) at 2.01, such Stockholder hereby agrees that such failure shall result, without any further action by such meeting; and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and Stockholder effective as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) date of such failure, in the constitution and appointment of Parent and each of its officers from and after the date of such determination until the end earlier to occur of the Agreement Period Closing 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 13(d). The Shareholder authorizes (at which point such attorney constitution and proxy to substitute any other Person to act hereunderappointment shall automatically be revoked) as such Stockholder's attorney, agent and proxy, (such constitution and appointment, the "Irrevocable Proxy") with full power of substitution, to revoke vote and otherwise act with respect to the Stockholder's Shares at any substitution meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), on the matters and in the manner specified in Section 2.01. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM A STOCKHOLDER MAY TRANSFER ANY OF ITS SHARES IN BREACH OF THIS AGREEMENT. Each Stockholder hereby revokes all other proxies and powers of attorney with respect to file this such Stockholder's Shares that may have heretofore been appointed or granted, and no subsequent proxy 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 death or incapacity of such Stockholder and any substitution or revocation with the Secretary obligation of the Company. The Shareholder hereby affirms that the irrevocable proxy set forth in such Stockholder under 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 4 hereof. The irrevocable proxy set forth in this Section 5 is executed and intended to shall be irrevocable, subject, however, to automatic termination binding upon the termination heirs, personal representatives, successors and assigns 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 consentsuch Stockholder.

Irrevocable Proxy. The ShareholderStockholder constitutes and appoints K Holdings and each of its executive officers and, revoking (or causing to be revoked) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf the purpose of the Shareholdervote set forth in Section 1.1(i) hereof (if, for 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 nameRecapitalization Agreement) may appoint, place from and stead after the date hereof until the earlier to occur of the Shareholder, to: (a) attend any Effective Time and all Company Shareholder Meetings; (b) vote, express consent or dissent or issue instructions to the 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 record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period 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 13(d). The Shareholder authorizes 9 (at which point such attorney constitution and appointment shall automatically be revoked) as Stockholder's attorney, agent and proxy to substitute any other Person to act hereunder(such constitution and appointment, the "Irrevocable Proxy"), with full power of substitution, to revoke vote and otherwise act with respect to all Stockholder's Shares at any substitution meeting of the stockholders of the Company (whether annual or special and to file this proxy whether or not an adjourned or postponed meeting), and in any substitution or revocation with action by written consent of the Secretary stockholders of the Company, on the matters and in the manner specified in Section 1.1. The Shareholder THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM STOCKHOLDER MAY TRANSFER ANY OF ITS SHARES IN BREACH OF THIS AGREEMENT. Stockholder hereby affirms revokes all other proxies and powers of attorney with respect to all of Stockholder's Shares that may have heretofore been appointed or granted, and no subsequent proxy 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 irrevocable proxy 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, for purposes of the vote set forth in 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 4 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(d1.1(i). Notwithstanding the foregoing, the Parent shall Special Committee, does not have intend to use such Irrevocable Proxy unless the right Stockholder fails to exercise the proxy contained in this comply with Section 5 1.1 hereof and the Parent’s appointment as attorney-in-fact and proxy for and on behalf of the Shareholder shall be rendered voidthat, 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 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 1.1 or, in the Merger Agreementcase of the Special Committee, Section 1.1(i) without obtaining the Shareholder’s prior written consenthereof.

Irrevocable Proxy. The Shareholder(i) Stockholder hereby (A) irrevocably grants to, revoking (or causing to be revoked) and appoints, Parent, and any proxies that he has heretofore grantedperson designated in writing by Parent, hereby irrevocably appoints Parent as and each of them individually, Stockholder’s proxy and attorney-in-fact and proxy for and on behalf (with full power of the Shareholdersubstitution), for and in the name, place and stead of Stockholder, to vote all of the Shareholder, to: (a) attend any and all Company Shareholder Meetings; (b) vote, express Covered Shares or grant a consent or dissent or issue instructions to approval in respect of the record holder to vote the Shares Covered Shares, in accordance with the provisions terms of Section 4(b2 hereof, solely with respect to matters set forth in Sections 2(i) – (v) hereof, and (B) revokes any and all proxies heretofore given in respect of the Covered Shares. For the avoidance of doubt, nothing herein shall restrict Stockholder from voting or granting consents or approvals in respect of the Covered Shares for any matters other than those set forth in Sections 2(i) – (v) hereof. (ii) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Stockholder at any such meeting; time after the date hereof and (c) grant or withhold, or issue instructions prior to the record holder Expiration Date to grant or withholdact as Stockholder’s attorney-in-fact and proxy to vote the Covered Shares, consistent with the provisions and to exercise all voting, consent and similar rights of Section 4, all written consents Stockholder with respect to the Shares. The foregoing proxy shall be deemed Covered Shares (including the power to be execute and deliver written consents), solely with respect to matters set forth in Sections 2(i) – (v) hereof, at every Company Stockholders Meeting and in every written consent in lieu of such a proxy coupled meeting in accordance with an interest, is irrevocable the terms of Section 2 hereof. (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity iii) Stockholder hereby represents to Parent that any proxies heretofore given in respect of the Shareholder) until Covered Shares are not irrevocable and that any such proxies are hereby revoked, and Stockholder agrees to promptly notify the end Company of the Agreement Period 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 13(d)such revocation. 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 Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5 granted herein is given in connection with and granted in consideration the execution of and as an inducement to Parent entering into the Merger Agreement and that such irrevocable proxy is given to secure the obligations performance of the Shareholder duties of Stockholder under Section 4 this Agreement. Stockholder hereby further affirms that the irrevocable proxy granted herein is coupled with an interest and may under no circumstances be revoked. Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. The Without limiting the generality of the foregoing, such irrevocable proxy set forth in this Section 5 is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the DGCL. If for any reason the proxy granted herein is not irrevocable, subjectStockholder agrees to vote the Covered Shares in accordance with Section 2 hereof, however, solely with respect 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 matters set forth 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)(iSections 2(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 Agreementv) without obtaining the Shareholder’s prior written consenthereof.

Irrevocable Proxy. The Shareholder, revoking Stockholder hereby revokes (or causing agrees to cause to be revoked) any proxies that he Stockholder has heretofore granted, granted with respect to the Subject Shares. Stockholder hereby irrevocably appoints Parent Purchaser as attorney-in-fact and proxy for and on behalf of the ShareholderStockholder, for and in the name, place and stead of the ShareholderStockholder, to: (a) attend any and all meetings of the Company Shareholder Meetings; Stockholders, (b) vote, express consent or dissent or issue instructions to the record holder to vote the Subject Shares in accordance with the provisions of Section 4(b) 1.1 at any such and all meetings of the Company Stockholders or in connection with any action sought to be taken by written consent of the Company Stockholders without a meeting; , including with respect to the Stockholder Written Consent, and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 41.1, all written consents with respect to the SharesSubject Shares at any and all meetings of the Company Stockholders or in connection with any action sought to be taken by written consent of the Company Stockholders without a meeting, including with respect to the Stockholder Written Consent. P▇▇▇▇▇▇▇▇ 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 ShareholderStockholder, as applicable) until the end termination of the this Agreement Period and shall not be terminated by operation of Law law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 13(d)4.2. The Shareholder Stockholder authorizes such attorney attorney-in-fact 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 Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5 1.4 is given in connection with and granted in consideration of and as an inducement to Parent entering Purchaser to enter into the Merger Purchase Agreement and that such irrevocable proxy is given to secure the obligations of the Shareholder Stockholder under Section 4 hereof1.1. The irrevocable proxy set forth in this Section 5 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 13(d4.2. With respect to any Subject 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). Notwithstanding , Stockholder shall take all action necessary to cause the foregoing, record holder of such Subject Shares to grant the Parent shall not have the right to exercise the irrevocable proxy contained and take all other actions provided for 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 1.4 with respect 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 consentsuch Subject Shares.

Irrevocable Proxy. The ShareholderSubject to and to the extent permitted by the laws of the State of Texas, revoking (or causing to be revoked) any proxies that he has heretofore granted, each Stockholder hereby irrevocably appoints Parent and any authorized representatives and designees thereof as its lawful proxy and attorney-in-fact to exercise with full power in such Stockholder’s name and on its behalf such Stockholder’s right to vote all of the 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 for Parent and any authorized representatives and designees thereof shall vote under this proxy on behalf of the Shareholder, for and each such Stockholder in the name, place and stead same manner as Parent votes any outstanding shares of the Shareholder, to: (a) attend any and all Company Shareholder Meetings; (b) vote, express consent or dissent or issue instructions to the record holder to vote the Shares in accordance with the provisions of Section 4(b) Stock owned by it at any such meeting; and (c) grant regular or withhold, special meeting of the stockholders of the Company for the express purpose of electing any one or issue instructions more members to the record holder to grant Board or withhold, consistent with the provisions of Section 4, all written consents with respect to the Sharesapproving any Change in Control transaction or agreement. The foregoing This proxy shall be deemed to be a proxy is irrevocable and is 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 Shareholder) until the end of the Agreement Period interest and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of terminable as long as this Agreement pursuant to Section 13(d)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 Shareholder authorizes such attorney Company is hereby requested and proxy directed to substitute any other Person to act hereunder, to revoke any substitution and to file honor this proxy upon its presentation by Parent and any substitution or revocation with authorized representatives and designees thereof, without any duty of investigation whatsoever on the Secretary part of the Company. The Shareholder hereby affirms Each such Stockholder agrees that the irrevocable proxy set forth in Company, and the Company’s secretary shall not be liable to such Stockholder for so honoring this proxy. This Section 5 is given in connection with and granted in consideration 15 shall be terminable by Stockholder upon the earlier of and as an inducement to Parent entering into (x) a Qualified Public Offering, (y) the Merger Agreement and that such irrevocable proxy is given to secure the obligations fifth anniversary of the Shareholder under Section 4 hereofCommencement Date and (z) the occurrence of a Change in Control. 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 [Signatures 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 consentnext page.]

Irrevocable Proxy. The ShareholderBy executing this Agreement, revoking (or causing each Holder does hereby appoint ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and each individually, with full power of substitution and resubstitution, as such Holder’s true and lawful attorney and irrevocable proxy, to be revoked) any proxies that he has heretofore grantedthe fullest extent of such Holder’s rights with respect to the Remainder Preferred Shares and Post-Initial Conversion Common Shares, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of the Shareholder, for and in the name, place and stead of the Shareholder, to: (a) attend any and all Company Shareholder Meetings; (b) to vote, express consent or dissent or issue instructions and to the 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 record holder to grant or withhold, consistent with the provisions of Section 4, all execute written consents with respect to, each of such Remainder Preferred Shares and Post-Initial Conversion Common Shares solely with respect to the Sharesmatters set forth in Section 7 and Section 9 hereof. The foregoing Each Holder intends for this proxy shall be deemed to be a proxy irrevocable and coupled with an interestinterest hereunder until (x) with respect to the Post-Initial Conversion Common Shares, is irrevocable the business day following the Company Stockholders Meeting (the “Expiration Time”) and as such shall survive and not be affected by (y) with respect to the deathRemainder Preferred Shares, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period 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 13(d)date that no Series A Preferred Stock is outstanding. 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 Each Holder affirms that the irrevocable proxy set forth is given to the Company by such Holder to secure the performance of the duties of such Holder under this Agreement. Each Holder shall not to grant any subsequent proxies to, or enter into any agreement with, any person or entity to vote or give voting instructions with respect to the 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 no Series A Preferred Stock is outstanding, as applicable. Notwithstanding anything contained herein to the contrary, this irrevocable proxy (1) with respect to the Post-Initial Conversion Common Shares shall automatically terminate upon the 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 Section 5 8 with respect to the Covered Proposals and matters related thereto and matters set out in Section 9 hereof, and represents that none of such previously granted proxies or powers of attorney 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 4 hereof. The irrevocable proxy set forth in this Section 5 is executed and intended to be irrevocable, subject; provided, however, that no proxy or power of attorney from ▇▇▇▇▇▇▇▇▇ to automatic termination upon Coliseum Capital Management, LLC (“CCM”), or any of its affiliates relating to the termination of this Agreement pursuant to Section 13(d). Notwithstanding Series A Preferred Stock or 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 Common Stock shall be rendered void, if Parent or Merger Sub shall have amended or modified the Offer or if revoked. The Company shall have consented may terminate this proxy with respect to a change described Holder at any time in Section 1.1(a)(i) of the Merger Agreement in a manner adverse its sole discretion by written notice provided 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 consentsuch Holder.

Irrevocable Proxy. The ShareholderIf, revoking (or causing and only if, a Stockholder fails to be revoked) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of the Shareholder, for and in 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 record holder to vote the Shares in accordance comply with the provisions of Section 4(b2.01, such Stockholder hereby agrees that such failure shall result, without any further action by such Stockholder effective as of the date of such failure, in the constitution and appointment of Parent and each of its executive officers from and after the date of such determination until the earlier to occur of (x) at any such meeting; the Effective Time, (y) the termination of this Article II pursuant to Section 8.01(a) and (cz) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period 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 13(d). The Shareholder authorizes 8.01(b) (other than the certain specified Sections identified therein)(at which point such attorney constitution and appointment shall automatically be revoked) as such Stockholder's attorney, agent and proxy to substitute any other Person to act hereunder(such constitution and appointment, the "Irrevocable Proxy"), with full power of substitution, to revoke vote and otherwise act with respect to all such Stockholder's Shares at any substitution meeting of the stockholders of the Company (whether annual or special and to file this proxy whether or not an adjourned or postponed meeting), and in any substitution or revocation with action by written consent of the Secretary stockholders of the Company, on the matters and in the manner specified in Section 2.01. The Shareholder THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM A STOCKHOLDER MAY TRANSFER ANY OF ITS SHARES IN BREACH OF THIS AGREEMENT. Each Stockholder hereby affirms revokes all other proxies and powers of attorney with respect to all such Stockholder's Shares that the irrevocable may have heretofore been appointed or granted, and no subsequent proxy set forth in this Section 5 is or power of attorney shall be given in connection (and if given, shall not be effective) by such Stockholder 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 4 hereofrespect thereto. The irrevocable proxy set forth in this Section 5 is executed and intended All authority herein conferred or agreed to be irrevocable, subject, however, to automatic termination conferred shall survive the death or incapacity of such Stockholder and any obligation of such Stockholder under this Agreement shall be binding upon the termination heirs, personal representatives, successors and assigns 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 consentsuch Stockholder.

Irrevocable Proxy. The ShareholderEach Shareholder hereby irrevocably constitutes and appoints Parent or any designee of Parent the lawful agent, revoking attorney and proxy of such Shareholder during the term of this Agreement, to vote all of his, her or its Shares (or causing to be revokedexcluding the Excluded Reade Shares") any proxies and Additional Shares and, in the case of ▇▇▇▇▇ ▇▇▇▇▇, all shares of Company Common Stock owned by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and an irrevocable proxy for and on behalf to vote (the "Stone Shares") at any meeting or in connection with any written consent of the Shareholder, for and in the name, place and stead of the Shareholder, to: Company's shareholders (a) attend any and all Company Shareholder Meetings; in favor of the Merger, (b) votein favor of the Merger Agreement, express consent as such may be modified or dissent amended from time to time, (c) against any Acquisition Transaction (other than the Merger) or issue instructions 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 record holder 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 in accordance with of the provisions of Section 4(b) Stone Shares on any matters other than those specified above which may be presented to the Company's shareholders at any such meeting; and (c) grant meeting or withhold, or issue instructions to the record holder to grant or withhold, consistent in connection with the provisions of Section 4, all any written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period 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 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 consent of the Company's shareholders. The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 5 This power of attorney is given in connection with and irrevocable, is granted in consideration of and as an inducement to Parent entering into the Merger Agreement and that such is coupled with an interest sufficient in law to support an irrevocable proxy is given power. This appointment shall revoke all prior attorneys and proxies appointed by any Shareholder at any time with respect to secure the obligations of Shares or the Shareholder under Section 4 hereof. The irrevocable proxy Stone Shares and the matters set forth in this Section 5 is executed clauses (a) through (d) above and intended to no subsequent attorneys or proxies will be irrevocableappointed by such Shareholder, subjector be effective, 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 consentwith respect thereto.

Irrevocable Proxy. The Shareholder, revoking (or causing to be revoked) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of the Shareholder, for and in 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 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 record holder to grant or withhold, consistent with the provisions of Section 4, all written consents Solely with respect to the Shares. The foregoing 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 (to the fullest extent permitted by law and subject to the termination of this Agreement as set forth in Section 1.4) appoints Parent as its proxy shall be deemed to be a with full power of substitution (which proxy is irrevocable and which appointment is coupled with an interest, is irrevocable including for purposes of all applicable provisions of the Delaware General Corporation Law) to vote in its discretion all Subject Shares owned by Stockholder beneficially and of record solely on the matters described in Section 1.1 effective from and after the third (3rd) Business Day prior to the Voting Event and until the date of the applicable Voting Event. Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. “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 (and any amendment of such proxy) with respect to the 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 1.1 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 such required hereunder at any Voting Event, Stockholder shall survive and not be affected by the death, incapacity, mental illness or insanity deemed to have affirmed as of the Shareholder) until the end time of the Agreement Period and shall not be terminated by operation of Law or upon Voting Event the occurrence of any other event other than proxy with respect to 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 Subject Shares granted in this Section 5 is given (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 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 4 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 consentapplicable Voting Event.

Irrevocable Proxy. The ShareholderIn order to secure each stockholder’s obligation to vote his, revoking (her or causing to be revoked) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf its shares of capital stock of the Shareholder, for and in 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 record holder to vote the Shares in accordance with the provisions of this Section 4(b2, each stockholder hereby appoints the PLC Manager (the “Attorney-In-Fact”) as such stockholder’s true and lawful proxy, representative, agent and attorney-in-fact, with full power of substitution, to vote at any such meeting; and (c) grant annual or withholdspecial meeting of the stockholders, or issue instructions to take any action by written consent in lieu of such meeting with respect to, or to otherwise take action in respect of, all of the shares of capital stock of the Company owned or held of record by such stockholder for all such matters as expressly provided for in this Section 2. Each Attorney-In-Fact, after the Required Preferred Stockholders have elected to exercise their rights under Section 2.1, subject to the record holder termination of the Exit Sale under Section 2.5, may exercise the irrevocable proxy granted to grant or withhold, consistent them hereunder at any time any stockholder fails to comply with any of the provisions of this Section 4, all written consents with respect 2. Each of the proxies and powers granted by each stockholder pursuant to the Shares. The foregoing proxy shall be deemed to be a proxy this Section 2.4 is coupled with an interest, is irrevocable (interest and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period 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 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 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 performance of such stockholder’s obligations of the Shareholder under Section 4 hereofthis Agreement. The irrevocable proxy set forth in this Section 5 is executed Such proxies and intended to powers shall be irrevocable, subject, however, to automatic termination shall terminate upon the termination of this Agreement pursuant to and shall survive the death, incompetency, disability, bankruptcy or dissolution of such stockholder and the subsequent holders of his, her or its shares of capital stock of the Company. To effectuate the provisions of this Section 13(d). Notwithstanding the foregoing2.4, the Parent Secretary of the Company and of each of its subsidiaries, or, if there shall be no Secretary, then such other officer or employee of the Company or such subsidiary as the Board of Directors may appoint to fulfill the duties of the Secretary, 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 record any vote or Merger Sub shall have amended consent 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 other action contrary to the Shareholder terms of this Agreement. The stockholders shall severally, but not jointly, on a pro rata basis, indemnify and hold harmless, each Attorney-In-Fact from any and all losses, liabilities and expenses (other than any extension including the reasonable fees and expenses of counsel) arising out of or related to such Attorney-In-Fact’s service as the Offer to the extent permitted in the Merger Agreement) without obtaining the Shareholder’s prior written consentAttorney-In-Fact.

Irrevocable Proxy. The Shareholder, revoking (or causing to be revoked) any proxies that he has heretofore granted, Each Shareholder hereby irrevocably constitutes and appoints Parent as attorney-in-fact or any designee of Parent the lawful agent, attorney and proxy for and on behalf of such Shareholder during the term of this Agreement, to vote all of his, her or its Shares at any meeting or in connection with any written consent of the Shareholder, for and in the name, place and stead of the Shareholder, to: Company's shareholders (a) attend any and all Company Shareholder Meetings; in favor of the Merger, (b) votein favor of the Merger Agreement, express consent as such may be modified or dissent amended from time to time, (c) against any Acquisition Transaction (other than the Merger) or issue instructions 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 record holder 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 in accordance with on any matters other than those specified above which may be presented to the provisions of Section 4(b) Company's shareholders at any such meeting; and (c) grant meeting or withhold, or issue instructions to the record holder to grant or withhold, consistent in connection with the provisions of Section 4, all any written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period 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 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 consent of the Company's shareholders. The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 5 This power of attorney is given in connection with and irrevocable, is granted in consideration of and as an inducement to Parent entering into the Merger Agreement and that such is coupled with an interest sufficient in law to support an irrevocable proxy is given power. This appointment shall revoke all prior attorneys and proxies appointed by any Shareholder at any time with respect to secure the obligations of Shares and the Shareholder under Section 4 hereof. The irrevocable proxy matters set forth in this Section 5 is executed clauses (a) through (d) above and intended to no subsequent attorneys or proxies will be irrevocableappointed by such Shareholder, subjector be effective, 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 consentwith respect thereto.

Irrevocable Proxy. The Shareholder(a) Shareholder hereby constitutes and appoints Acquisition, revoking which shall act by and through ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or causing to be revoked) any proxies that he has heretofore grantedeither of them, hereby irrevocably appoints Parent as with full power of substitution, its true and lawful proxy and attorney-in-fact to vote at any meeting (and proxy for and on behalf any adjournment or postponement thereof) of the ShareholderCompany's shareholders called for purposes of considering whether to approve the Merger Agreement (including the agreements referred to therein), for and in the name, place and stead Merger or any of the Shareholderother transactions contemplated by the Merger Agreement (or any such other agreements), to: or any Third Party Acquisition, or to execute a written consent of shareholders in lieu of any such meeting, all Shareholder Shares Beneficially Owned by Shareholder as of the date of such meeting or written consent in favor of the approval of the Merger Agreement (aincluding the agreements referred to therein), the Merger and the other transactions contemplated by the Merger Agreement (or any such other agreements), with such modifications to the Merger Agreement (or any such other agreements) attend any and all Company Shareholder Meetings; as the parties thereto may make, or against a Third Party Acquisition, as the case may be. (b) voteThe proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, express consent shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Shareholder. Shareholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or dissent incapacity of Shareholder. (c) If Shareholder fails for any reason to vote his or issue instructions to her Shareholder Shares in accordance with the record holder requirements of Section 1 hereof, then the Proxy Holder shall have the right to vote the Shareholder Shares at any meeting of the Company's shareholders and in any action by written consent of the Company's shareholders in accordance with the provisions of this Section 4(b) at any such meeting; and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares2. The foregoing proxy vote of a Proxy Holder shall be deemed to be control in any conflict between a proxy coupled with an interest, is irrevocable (vote of such Shareholder Shares by a Proxy Holder and as a vote by Shareholder of such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period 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 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 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 4 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 consentShares.

Irrevocable Proxy. The ShareholderIn 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, revoking (or causing to be revoked) any proxies that he has heretofore grantedeach Stockholder hereby grants an irrevocable proxy, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of the Shareholder, for and in 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 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 record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable in the form attached hereto as Exhibit A (the "Irrevocable Proxy") to, and hereby constitutes and appoints AMCON and each of its officers as such shall survive Stockholder's sole and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period 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 13(d). The Shareholder authorizes such exclusive attorney and proxy pursuant to substitute the provisions of Section 414-33(c) of the Hawaii Business Corporations Act, with full power of substitution, (a) to vote and otherwise act (by written consent or otherwise) with respect to the Shares and the Other Securities which such Stockholder is entitled to vote at the Company Stockholders Meeting and any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary meeting of the Company. The Shareholder hereby affirms that Company Stockholders, or pursuant to any written consent in lieu of a meeting of the irrevocable proxy Company Stockholders, and at any adjournment or postponement thereof on the matters and in the manner specified in Section 1.1 and (b) 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 obligations of such Stockholder set forth in 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 in furtherance of each of the transactions. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Such Stockholder hereby revokes all other proxies and powers of attorney with respect to the Shares and the Other Securities that such irrevocable Stockholder may have heretofore appointed or granted that would prevent such Stockholder from performing its obligations hereunder, and no subsequent proxy is or power of attorney shall be given to secure the obligations of the Shareholder under Section 4 hereofor written consent executed (and if given or executed, shall not be effective) by such Stockholder with respect thereto. The irrevocable proxy set forth in this Section 5 is executed and intended All authority herein conferred or agreed to be irrevocable, subject, however, to automatic termination conferred shall survive the death or incapacity of any Stockholder and any obligation of such Stockholder under this Agreement shall be binding upon the termination heirs, personal representatives, successors and permitted assigns 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 consentsuch Stockholder.

Irrevocable Proxy. The Shareholder, revoking (or causing to be revoked) any proxies that he has heretofore granted, Shareholder hereby irrevocably appoints Parent Purchaser as attorney-in-fact the attorney and proxy for and on behalf of the such Shareholder, for and in the namewith full power of substitution, place and stead of the Shareholder, to: (a) attend any and all Company Shareholder Meetings; (b) to vote, express and otherwise act (by written consent or dissent or issue instructions to the record holder to vote the Shares in accordance with the provisions of Section 4(botherwise) at any such meeting; and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed all Shares that such Shareholder is entitled 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 vote at any meeting of shareholders of the ShareholderCompany (whether annual, special or other meeting and whether or not an adjourned or postponed meeting) until the end of the Agreement Period and shall not be terminated by operation of Law or upon the occurrence consent in lieu 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 hereundermeeting or otherwise, 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 vote such Shares as set forth in this Section 5 is given 2 hereof; provided that in connection with and granted in consideration of and as an inducement to Parent entering into the Merger Agreement and that any such irrevocable proxy is given to secure the obligations of the Shareholder under Section 4 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 vote or other action pursuant to Section 13(d). Notwithstanding the foregoingsuch proxy, the Parent Purchaser shall not have the right (and such proxy shall not confer the right) to exercise vote to reduce 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 Merger Price or Merger Sub shall have amended to otherwise modify or modified the Offer or if Company shall have consented to a change described in Section 1.1(a)(i) of amend the Merger Agreement to reduce the rights or benefits of the Company or any shareholders of the Company (including the Shareholder) under the Merger Agreement or to reduce the obligations of Parent or Purchaser thereunder; and provided further, that this proxy shall irrevocably cease to be in a manner adverse effect on the Termination Date. SUBJECT TO THE FOREGOING, THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Shareholder hereby revokes, effective upon the execution and delivery of this Agreement by the parties hereto, all other proxies and powers of attorney with respect to the Shares that he may have heretofore appointed or granted, and no subsequent proxy 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 him with respect thereto so long as this Agreement remains in effect. The Shareholder (other than shall forward to Parent and Purchaser any extension of proxy cards that the Offer Shareholder receives with respect to the extent permitted in the Merger Agreement) without obtaining the Shareholder’s prior written consent.

Irrevocable Proxy. The Shareholder(i) Each Founding Unitholder hereby, revoking effective immediately upon such Founding Unitholder’s execution and delivery to MLP of its Unitholder Consent and without the need for any further action by such Founding Unitholder, during the Term (or causing to be revokedas defined in Section 6(a) below) (A) irrevocably grants to, and appoints, Parent, and any proxies that he has heretofore grantedPerson designated in writing by Parent, hereby irrevocably appoints Parent as and each of them individually, such Founding Unitholder’s proxy and attorney-in-fact and proxy for and on behalf (with full power of the Shareholdersubstitution), for and in the name, place and stead of such Founding Unitholder, to vote all of the ShareholderCovered Units owned by such Founding Unitholder, to: (a) attend any and all Company Shareholder Meetings; (b) vote, express or grant a consent or dissent or issue instructions to the record holder to vote the Shares approval in respect of such Covered Units, in accordance with the provisions terms of Section 4(b1(b) on the matters set forth therein and (B) revokes any and all proxies heretofore given in respect of such Covered Units. (ii) The attorneys-in-fact and proxies named above are hereby authorized and empowered by such Founding Unitholder at any time during the Term to act as such meeting; Founding Unitholder’s attorney-in-fact and (c) grant or withholdproxy to vote the Covered Units owned by such Founding Unitholder, or issue instructions and to the record holder to grant or withholdexercise all voting, consistent with the provisions consent and similar rights of Section 4, all written consents such Founding Unitholder with respect to such Covered Units (including the Shares. The foregoing proxy shall be deemed power to be a proxy coupled execute and deliver written consents), solely with an interestrespect to matters set forth in Section 1(b), is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity at every meeting of the ShareholderLimited Partners and in every written consent in lieu of such a meeting in accordance with the terms of Section 1(b). (iii) until the end Each Founding Unitholder hereby represents to Parent that any proxies heretofore given in respect of the Agreement Period Covered Units owned by such Founding Unitholder are not irrevocable and shall not be terminated by operation that any such proxies are hereby revoked, and such Founding Unitholder agrees to promptly notify MLP of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 13(d)such revocation. 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 Each Founding Unitholder hereby affirms that the irrevocable proxy set forth in this Section 5 granted by it herein is given in connection with and granted in consideration the execution of and as an inducement to Parent entering into the Merger Agreement and that such irrevocable proxy is given to secure the obligations performance of the Shareholder duties of such Founding Unitholder under Section 4 hereofthis Agreement. The Each Founding Unitholder hereby further affirms that the irrevocable proxy set forth granted by it herein is coupled with an interest and may under no circumstances be revoked. Each Founding Unitholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof in accordance with the terms hereof. (iv) All provisions of this Section 1, including the irrevocable proxy granted in this Section 5 is executed and intended to be irrevocable1(c), subject, however, to automatic termination shall automatically terminate 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 consentTerm.

Irrevocable Proxy. The ShareholderEach Grantor hereby revokes all previous proxies ----------------- with regard to the Pledged Securities and the Pledged Limited Liability Company Interests and, revoking (or causing subject to be revoked) any proxies that he has heretofore grantednecessary prior approval of the FCC, hereby irrevocably appoints Parent the Agent as its proxyholder and attorney-in-fact and proxy for and on behalf of the Shareholder, for and in the name, place and stead of the Shareholder, to: to (ai) attend and vote at any and all Company Shareholder Meetings; (b) vote, express consent or dissent or issue instructions to the 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 record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity meetings of the Shareholder) until the end shareholders of the Agreement Period corporation(s) which issued the Pledged Securities (whether or not transferred into the name of the Agent), and shall not be terminated by operation any adjournments thereof, held on or after the date of Law or upon the occurrence giving of any other event other than this proxy and prior to the termination of this Agreement pursuant proxy and to execute any and all written consents, waivers and ratifications of shareholders of such corporation(s) 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 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 13(d)16(j) hereof. The Shareholder Each Grantor hereby authorizes such attorney and proxy the Agent to substitute any other another Person (which Person shall be a successor to act the rights of the Agent hereunder, a nominee appointed by the Agent to revoke serve as proxyholder, or otherwise as approved by such Grantor in writing, such approval not to be unreasonably withheld) as the proxyholder and, upon the occurrence or during the continuance of any substitution Event of Default, hereby authorizes and directs the proxyholder to file this proxy and any the substitution or revocation instrument with the Secretary secretary of the Companyappropriate corporation. The Shareholder hereby affirms that the irrevocable proxy set forth in 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 This proxy is given to secure the obligations coupled with an interest and is irrevocable until such time as no part of the Shareholder under Section 4 hereof. The irrevocable proxy set forth any Commitment remains outstanding, all Obligations have been indefeasibly paid in this Section 5 is executed full and intended to be irrevocable, subject, however, to automatic termination upon the termination no Letter 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 consentCredit remains outstanding.

Irrevocable Proxy. The ShareholderIn the event that any Stockholder shall breach its covenant set forth in Section 7.1, revoking such Stockholder (or causing without any further action on such Stockholder's part) shall be deemed to be revoked) any proxies that he has heretofore granted, have hereby irrevocably appoints appointed Parent as the attorney-in-fact and proxy for and on behalf of the Shareholder, for and in 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 such Stockholder pursuant to the record holder to vote the Shares in accordance with the provisions of Section 4(b212 of the Delaware General Corporation Law, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) at any such meeting; and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to all shares of Common Stock (including the Shares. The foregoing proxy shall be deemed ) that such Stockholder is entitled 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 vote at any meeting of stockholders of the ShareholderCompany (whether annual or special and whether or not an adjourned or postponed meeting) until the end of the Agreement Period and shall not be terminated by operation of Law or upon the occurrence consent in lieu of any other event other than the termination of this Agreement pursuant such meeting or otherwise to Section 13(d). The Shareholder authorizes vote 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 shares as set forth in this Section 5 is given 7.1 above; PROVIDED, that in connection with and granted in consideration of and as an inducement to Parent entering into the Merger Agreement and that any such irrevocable proxy is given to secure the obligations of the Shareholder under Section 4 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 vote or other action pursuant to Section 13(d). Notwithstanding the foregoing, the such proxy Parent shall not have the right (and such proxy shall not confer 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 vote to reduce the Offer Price 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 Consideration (other than any extension of the Offer to the extent permitted 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 Company (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, that this proxy shall irrevocably cease to be in effect at any time that (x) the Offer shall have expired or terminated without obtaining any shares of Common Stock being purchased thereunder in violation of the Shareholder’s prior written consentterms of the Offer or the Merger Agreement or (y) Parent or Sub shall be in violation of the terms of this Agreement. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST AND IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 212(e) OF THE DELAWARE GENERAL CORPORATION LAW. Each Stockholder shall execute and deliver to Parent any proxy cards that such Stockholder receives to vote in favor of the consummation of the Merger. Parent shall deliver to the Secretary of the Company any such proxy cards received by it at any meeting called to approve the consummation of the Merger.

Irrevocable Proxy. The Shareholder, revoking Stockholder hereby revokes (or causing agrees to cause to be revoked) any proxies that he such Stockholder has heretofore granted, granted with respect to the Subject Shares. The Stockholder hereby irrevocably appoints Parent Quartz as attorney-in-fact and proxy for and on behalf of the Shareholdersuch Stockholder, for and in the name, place and stead of the Shareholdersuch Stockholder, to: (ai) attend any and all Company Shareholder Meetings; meetings of stockholders of the Company, (bii) vote, express consent or dissent or issue instructions to the record holder to vote the Subject Shares in accordance with the provisions of Section 4(b3(a) with respect to the matters set forth in Section 3(a) at any such meeting; 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 (ciii) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 43(a), all written consents with respect to the SharesSubject 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 ShareholderStockholder, as applicable) until the end termination of the this Agreement Period and shall not be terminated by operation of Law law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 13(d)5. The Shareholder Stockholder 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 Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5 3(e) is given in connection with and granted in consideration of and as an inducement to Parent entering Quartz to enter into the Merger Agreement and this Agreement and that such irrevocable proxy is given to secure the obligations of the Shareholder such Stockholder under Section 4 hereof3(a). The irrevocable proxy set forth in this Section 5 3(e) is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 13(d5. 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 the name of a bank, broker or nominee). Notwithstanding the foregoing, the Parent Stockholder shall not have use reasonable efforts to take all action necessary to cause the right record holder of such Subject Shares to exercise grant the irrevocable proxy contained and take all other actions provided for 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 3(e) with respect 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 consentsuch Subject Shares.

Irrevocable Proxy. The Shareholder(i) Contemporaneously with the execution of this Agreement, revoking (Canopy shall deliver, or causing cause to be revokeddelivered, to the Investors an irrevocable proxy coupled with an interest in the form attached hereto as Exhibit A (the "IRREVOCABLE PROXY"), designating Advent as the named proxy with the right to vote all Voting Securities Beneficially Owned by Canopy (the "PROXY SECURITIES") any proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of Canopy in connection with any vote of the Shareholderstockholders of the Company on any matter relating to a Change of Control Transaction (a "COC ISSUE"). The Irrevocable Proxy shall be irrevocable to the fullest extent permitted by law and shall be effective from and after the date hereof, for and except as set forth below. (ii) Notwithstanding the foregoing, in the name, place event Canopy and stead a Contested Investor (as defined below) disagree as to how to vote any Contested Proxy Securities (as defined below) on any COC Issue after the procedures of Section 2.2(b) below and either (A) such Contested Investor exercises the Put Right pursuant to Section 2.2(c) below and Canopy tenders the Put Price with respect to all of the ShareholderPut Shares or (B) such Contested Investor does not exercise the Put Right, the Irrevocable Proxy shall be without any force or effect with respect to: (a) attend any , and all Company Shareholder Meetings; (b) Advent shall not be entitled to vote, express consent or dissent or issue instructions the Contested Proxy Securities with respect to the record holder to such COC Issue. In such event, Canopy shall vote the Shares Contested Proxy Securities on such COC Issue in accordance with the provisions Canopy Vote Notice (as defined below) and, if the Irrevocable Proxy is not terminated pursuant to Section 2.2(a)(iii) below due to Canopy's purchase of Section 4(b) at any such meeting; and (c) grant or withholdthe Put Shares, or issue instructions to the record holder to grant or withhold, consistent with Irrevocable Proxy shall be reinstated immediately after the provisions of Section 4, all written consents Vote Date with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period Contested Proxy Securities and shall not be terminated by operation of Law or upon thereafter continue in full force and effect with respect to any future COC Issue, except to the 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 extent provided in this Section 5 is given 2.2. (iii) The Irrevocable Proxy shall terminate on the date upon which the Investors cease to Beneficially Own 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 4 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)(iaggregate more than fifty percent (50%) of the Merger Agreement in a manner adverse to the Shareholder (other than any extension shares of Series A Preferred Stock they Beneficially Own as of the Offer date hereof (subject to the extent permitted appropriate adjustment in the Merger Agreement) without obtaining event of any stock dividend, stock split, reverse stock split, combination, split-up, recapitalization and like occurrences on or after the Shareholder’s prior written consentdate hereof affecting the Series A Preferred Stock).

Irrevocable Proxy. The Shareholder, revoking (or causing to be revoked) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of the Shareholder, for and in the name, place and stead of the Shareholder, to: (a) attend any As security for Brencourt’s obligations under Section 1 hereof, Brencourt hereby irrevocably constitutes and all Company Shareholder Meetings; (b) vote, express consent or dissent or issue instructions to the record holder to vote the Shares appoints Velo Holdings Inc. as its attorney and proxy in accordance with the provisions Delaware General Corporation Law (“DGCL”), with full power of Section 4(bsubstitution and resubstitution, to cause the Subject Shares (as well as any other share of Vertrue common stock with respect to which Brencourt has voting power) to be counted as present at any stockholders’ meeting of Vertrue (including the Special Meeting), to vote such meeting; shares of Vertrue common stock at any stockholders’ meeting of Vertrue (including the Special Meeting) however called, and (c) grant or withhold, or issue instructions to execute consents in respect of such shares of Vertrue common stock as and to the record holder to grant or withhold, consistent with the provisions extent provided in Section 1(a). Brencourt hereby revokes all other proxies and powers of Section 4, all written consents attorney with respect to the Shares. The foregoing Subject Shares (as well as any other share of Vertrue common stock with respect to which Brencourt has voting power) that it may have heretofore appointed or granted, and no subsequent proxy or power of attorney 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 granted. Brencourt represents that any proxies heretofore given in respect of the Shareholder) until the end of the Agreement Period and shall not be terminated by operation of Law or upon the occurrence of Subject Shares (as well as any other event other than the termination share of this Agreement pursuant Vertrue common stock with respect to Section 13(dwhich Brencourt has voting power). 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 if any, are revocable. (b) Brencourt hereby affirms that the irrevocable proxy set forth in this Section 5 3 is given in connection with and granted in consideration the amendment of and as an inducement to Parent entering into the Merger Agreement Agreement, and that such irrevocable proxy is given to secure the obligations performance of the Shareholder duties of Brencourt under Section 4 hereofthis Agreement. The Brencourt hereby further affirms that the irrevocable proxy set forth in this Section 5 is executed coupled with an interest and is intended to be irrevocableirrevocable in accordance with the provisions of Section 212 of the DGCL. (c) If, subjectafter the execution hereof, however, to automatic termination upon the termination of this Agreement pursuant to Section 13(d). Notwithstanding the foregoingBrencourt should be dissolved or liquidated or if any other such similar event or events shall occur, 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 actions taken by Brencourt hereunder shall be rendered voidas valid as if such dissolution, if Parent liquidation or Merger Sub shall have amended other similar events had not occurred, regardless of whether or modified the Offer not notice was provided to Velo Holdings Inc. of such dissolution, liquidation 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 consentsimilar event.

Irrevocable Proxy. The Shareholder, revoking (or causing to be revoked) any proxies that he has heretofore granted, Each Parent Significant Stockholder hereby irrevocably appoints grants to, and appoints, the Company, Parent and any individual designated in writing by the Company, and each of them individually, as such Parent Significant Stockholder’s proxy and attorney-in-fact and proxy for and on behalf (with full power of the Shareholdersubstitution), for and in the name, place and stead of such Parent Significant Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the Shareholdername, to: (a) attend any place and all Company Shareholder Meetings; (b) votestead of such Parent Significant Stockholder, express to vote its Subject Shares, or grant a consent or dissent or issue instructions approval 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 least three (3) Business Days prior to the record holder to vote applicable voting deadline. Each Parent Significant Stockholder understands and acknowledges that the Shares Company is entering into the Merger Agreement in accordance with the provisions of Section 4(b) at any reliance upon such meeting; Parent Significant Stockholder’s execution and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination delivery of this Agreement pursuant to Section 13(d)Agreement. 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 Each Parent Significant Stockholder affirms that the irrevocable proxy set forth in this Section 5 1.2 is given in connection with and granted in consideration the execution of and as an inducement to Parent entering into the Merger Agreement Agreement, and that such irrevocable proxy is given to secure the obligations performance of the Shareholder duties of such Parent Significant Stockholder under Section 4 hereofthis Agreement. The Each Parent Significant Stockholder hereby further affirms that the irrevocable proxy set forth in this Section 5 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 irrevocableirrevocable in accordance with the provisions of Section 212(e) of the DGCL. Notwithstanding the foregoing, subjectthe proxy and appointment granted hereby shall be automatically revoked, howeverwithout any action by any Parent Significant Stockholder, to automatic termination upon the any 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 consent4.2.

Irrevocable Proxy. The ShareholderEach Pledgor hereby revokes all previous proxies ----------------- with regard to the Pledged Securities and the Pledged Limited Liability Company Interests and, revoking (or causing subject to be revoked) any proxies that he has heretofore grantednecessary prior approval of the FCC, hereby irrevocably appoints Parent the Agent as its proxy-holder and attorney-in-fact and proxy for and on behalf of the Shareholder, for and in the name, place and stead of the Shareholder, to: to (ai) attend and vote at any and all Company Shareholder Meetings; (b) vote, express consent or dissent or issue instructions to the 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 record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity meetings of the Shareholder) until the end shareholders of the Agreement Period Pledged Company (whether or not such Pledged Securities are transferred into the name of the Agent), and shall not be terminated by operation any adjournments thereof, held on or after the date of Law or upon the occurrence giving of any other event other than this proxy and prior to the termination of this Agreement pursuant proxy and to execute any and all written consents, waivers and ratifications of shareholders of such corporation(s) 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 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 13(d)14(j) hereof. The Shareholder Each Pledgor hereby authorizes such attorney and proxy the Agent to substitute any other another Person (which Person shall be a successor to act the rights of the Agent hereunder, a nominee appointed by the Agent to revoke serve as proxy-holder, or otherwise as approved by such Pledgor in writing, such approval not to be unreasonably withheld) as the proxy-holder and, upon the occurrence or during the continuance of any substitution Event of Default, hereby authorizes and directs the proxy-holder to file this proxy and any the substitution or revocation instrument with the Secretary secretary of the Companyappropriate Pledged Company or the appropriate officer of the Pledged Entity. The Shareholder hereby affirms that the irrevocable proxy set forth in 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 This proxy is given to secure the obligations coupled with an interest and is irrevocable until such time as no part of the Shareholder under Section 4 hereof. The irrevocable proxy set forth any Commitment remains outstanding, all Obligations have been indefeasibly paid in this Section 5 is executed full and intended to be irrevocable, subject, however, to automatic termination upon the termination no Letter 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 consentCredit remains outstanding.

Irrevocable Proxy. The ShareholderEach hereby grants to, revoking (or causing and appoints, Parent and any designee of Parent and each of Parent’s officers, as the Stockholder’s attorney, agent and limited proxy with full power of substitution and resubstitution, to be revoked) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf the full extent of the Shareholder, for and in 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 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 record holder to grant or withhold, consistent with the provisions of Section 4, all written consents Stockholder’s voting rights with respect to the SharesSubject Securities, to vote all the Subject Securities or grant a consent or approval, at any meeting of the Company Stockholders and in any action by written consent of the Company Stockholders, until the earlier of the acceptance of such Tender Shares pursuant to the Offer or the date of termination of the Merger Agreement or this Agreement, in each case, solely with respect to the matters described in Section 4.1. The foregoing 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. Stockholder revokes all other proxies and power of attorneys, with respect to all of the Subject Securities that may have heretofore been appointed or granted with respect to any matters covered by Section 4.1, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be deemed given by such Stockholder with respect to be a proxy coupled with an interestany matters covered by Section 4.1, is irrevocable (and except as such shall survive and not be affected required by the death, incapacity, mental illness or insanity any letter of the Shareholder) until the end of the Agreement Period 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 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 this Section 5 is given transmittal in connection with and granted in consideration the Offer. If Stockholder is not the record owner of and as any of the Subject Securities, Stockholder shall request said record owner to grant an inducement to Parent entering into the Merger Agreement and that such irrevocable proxy is given with respect to secure 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 obligations grant of the Shareholder under Section 4 hereof. The irrevocable limited proxy set forth contained in this Section 5 is executed and intended to be irrevocable, subject, however, to automatic termination Agreement or so granted by such record owner. Such limited proxy shall automatically terminate upon the termination of this Agreement pursuant to Section 13(d). Notwithstanding in accordance with its terms or 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) termination of the Merger Agreement 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 a manner adverse favor of or against, or abstain with respect to, any matter presented to the Shareholder (other than any extension Company’s stockholders that is not subject to the limited proxy and power of attorney granted to Parent in respect of the Offer Subject Securities pursuant to the extent permitted in the Merger Agreement) without obtaining the Shareholder’s prior written consentthis Section 4.2.

Irrevocable Proxy. (a) The ShareholderAuthorized Participant represents that from time to time it may be a Beneficial Owner (as that term is defined Rule 16a-1(a)(2) of the Securities Exchange Act of 1934) of Shares. To the extent that it is a beneficial owner of Shares, revoking the Authorized Participant does hereby irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or causing abstain from voting) the Authorized Participant's beneficially owned Shares of a Fund (in the manner the Distributor shall determine without reference to or input from the Participant and the Distributor accepts such appointment as the Participant's proxy), which the Participant is or may be revokedentitled to vote at any meeting of a 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. (b) any proxies that he has heretofore grantedThe Distributor, hereby irrevocably appoints Parent as attorney-in-fact attorney and proxy for the Authorized Participant under this Section 9: (i) is hereby given full power of substitution and revocation, (ii) may act through such agents, nominees or substitute attorneys as it may from time to time appoint, 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, telex, facsimile, electronically (including through the Internet) or otherwise. The powers of the Distributor as attorney and proxy under this paragraph shall include (without limiting its general powers hereunder) the power to receive and waive any notice of any meeting on behalf of the Shareholder, for and in 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 record holder to vote the Shares in accordance with the provisions of Section 4(b) at any such meeting; and Authorized Participant. (c) grant or withhold, or issue instructions to The appointment of the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing Distributor as attorney and proxy shall be deemed to be renewed each time Authorized Participant acquires Shares as a beneficial owner. The Distributor shall serve as an irrevocable attorney and proxy coupled with an interest, is irrevocable for the Authorized Participant under this Section for so long (and only so long) as such shall survive and not be affected by this Agreement remains in effect. In the death, incapacity, mental illness or insanity event applicable law prevents the assignment of the Shareholder) until the end irrevocable power of the Agreement Period attorney and shall not be terminated by operation proxy, or deems such power of Law or upon the 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 expire due to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary passage of the Company. The Shareholder hereby affirms that the irrevocable proxy set forth in 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 4 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 foregoingtime, the Parent shall not have Authorized Participant hereby agrees to execute and deliver such additional documentation as may be necessary to cause the right Distributor to exercise the proxy contained in this Section 5 and the Parent’s appointment serve as attorney-in-fact its attorney and proxy for and on behalf of the Shareholder purposes discussed in this Agreement. This irrevocable proxy automatically shall be rendered voidterminate with respect to any Fund or the Trust as a whole, if Parent the Distributor ceases to act as Distributor to any Fund 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)(iTrust, as applicable. The Distributor may terminate this irrevocable proxy with sixty (60) of the Merger Agreement in a manner adverse days written notice 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 consentAuthorized Participant.

Irrevocable Proxy. The Shareholder(a) In furtherance of the agreements contained in Section 8 of this Agreement, revoking (or causing to be revoked) any proxies that he has heretofore granted, each Stockholder Party hereby irrevocably appoints grants to, and appoints, the Parent and A▇▇▇ ▇. ▇▇ ▇▇▇▇, Chief Executive Officer of the Parent, Chi-F▇▇▇ ▇▇▇▇, President of the Parent, and S▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Financial Officer of the Parent, in their respective capacities as officers of the Parent, and any individual who shall hereafter succeed to any such office of the Parent, and each of them individually, such Stockholder Party’s proxy and attorney-in-fact and proxy for and on behalf (with full power of the Shareholdersubstitution), for and in the name, place and stead of such Stockholder Party, to vote all shares of Company Common Stock Beneficially Owned by such Stockholder Party or over which such Stockholder Party has voting power, or grant a consent or approval in respect of such shares, or execute and deliver a proxy to vote such shares, (i) in favor of adopting the ShareholderMerger Agreement and approving the transactions contemplated thereby, to: including the Merger and (aii) attend against any and all Company Shareholder Meetings; Alternative Transaction or any other matter referred to in clause (b) vote, express consent or dissent or issue instructions of Section 5 hereof. (b) Each Stockholder Party represents and warrants to the record holder to vote the Shares Parent that any proxies heretofore given by it in accordance with the provisions respect of Section 4(b) at shares of Company Common Stock are not irrevocable, and that any such meeting; proxies are hereby revoked, and agrees to communicate in writing notice of revocation of such proxies to the relevant proxy holders. (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period 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 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 Each Stockholder Party hereby affirms that the irrevocable proxy set forth in this Section 5 8(a) is given in connection with with, and granted in consideration of, the execution of and as an inducement to Parent entering into the Merger Agreement by the Parent, and that such irrevocable proxy is given to secure the obligations performance of the Shareholder duties of such Stockholder Party under Section 4 this Agreement. Each Stockholder Party hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Such Stockholder Party hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. The Such irrevocable proxy set forth in this Section 5 is executed and intended to be irrevocable, subject, however, to automatic termination upon irrevocable in accordance with the termination provisions 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 212 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 consentDGCL.

Irrevocable Proxy. The Shareholder(a) Until this Agreement is terminated, revoking each Stockholder (i) hereby irrevocably 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 causing other meeting of the 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 revokedvoted, in favor of the adoption of the Merger Agreement, approval of the Mergers and any other transactions contemplated by the Merger Agreement and (ii) any proxies that he has heretofore grantedin furtherance of the foregoing, hereby irrevocably appoints Parent Ameritrade, its officers, agents and nominees, with full power of substitution, as attorney-in-fact and proxy for and on behalf attorney in fact of the ShareholderStockholder to act with respect to 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 Shareholderholders 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: (a) attend any and all Company Shareholder Meetings; (b) vote, express consent or dissent or issue instructions to the record holder fullest extent that the Subject Shares are entitled to vote be voted, in favor of the Shares in accordance 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 provisions terms of this Section 4(b) at any such meeting; 1(a)(i).. In all other matters, the Subject Shares shall be voted by and (c) grant or withhold, or issue instructions to in the record holder to grant or withhold, consistent with manner determined by the provisions of Section 4, all written consents 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 been granted with respect to the Subject Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, except as set forth in Annex A. (b) Each Stockholder understands and acknowledges that Ameritrade is irrevocable (and as such shall survive and not be affected by entering into the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Merger Agreement Period and shall not be terminated by operation of Law or in reliance upon the occurrence of any other event other than the termination Stockholder's execution and delivery of this Agreement pursuant to Section 13(d)Agreement. 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 Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5 2 is given in connection with and granted in consideration of and as an inducement to Parent entering into for the execution by Ameritrade of the Merger Agreement and that such irrevocable proxy is given to secure the obligations performance of the Shareholder duties of such Stockholder under Section 4 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.this

Irrevocable Proxy. The ShareholderEach party to this Agreement hereby constitutes and appoints the other parties hereto, revoking (or causing to be revoked) any and each of them, with full power of substitution, as the proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of the Shareholderparty with respect to the matters set forth herein, for and in the nameincluding without limitation, place and stead election of persons as members of the ShareholderBoard in accordance with Section 1 hereto, to: 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) attend any and all Company Shareholder Meetings; fails to vote or (b) vote, express consent or dissent or issue instructions to the record holder attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such party’s Shares in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of Section 4(b) at this Agreement or the increase of authorized shares or approval of any such meeting; Sale of the Company pursuant to and (c) grant or withholdin accordance with the terms and provisions of Sections 1 and 2 respectively, or issue instructions of this Agreement. The proxy granted pursuant to the record holder to grant or withhold, consistent immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the provisions of 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 4, 3.4 hereof. Each party hereto hereby revokes any and all written consents previous proxies with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period Shares and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of hereafter, unless and until this Agreement terminates or expires pursuant to Section 13(d). The Shareholder authorizes such attorney and proxy 3.4 hereof, purport to substitute grant any other Person proxy or power of attorney with respect 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 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 Shares, deposit any of the Shareholder under Section 4 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 Shares into a voting trust 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 enter into any agreement (other than this Agreement), arrangement or understanding with any extension person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Offer Shares, in each case, with respect to any of the extent permitted in the Merger Agreement) without obtaining the Shareholder’s prior written consentmatters set forth herein.

Irrevocable Proxy. The ShareholderSolely with respect to the matters described in Section 1.1, revoking each Shareholder constitutes and appoints the Chief Financial Officer of the Company, from and after the date hereof until the earlier to occur of the Effective Time and the termination of this Agreement pursuant to Section 6 (or causing to at which point such constitution and appointment shall automatically be revoked) any proxies that he has heretofore granted), hereby irrevocably appoints Parent as such Shareholder’s attorney-in-fact , agent and proxy for (each such constitution and on behalf appointment, an “Irrevocable Proxy”), with full power of the Shareholdersubstitution, for and in the name, place and stead of the such Shareholder, to: (a) attend to vote and otherwise act with respect to all of such Shareholder’s Subject Shares at any annual, special or other meeting of the shareholders of the Company, and at any adjournment or adjournments or postponement thereof, and in any action by written consent of the shareholders of the Company, on the matters and in the manner specified in Section 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 STOCKHOLDER MAY TRANSFER ANY OF ITS SUBJECT SHARES IN BREACH OF THIS AGREEMENT. Each Shareholder hereby revokes all Company Shareholder Meetings; (b) vote, express consent other proxies and powers of attorney with respect to all of such Shareholder’s Subject Shares that may have heretofore been appointed or dissent or issue instructions granted with respect to the record holder matters covered by Section 1.1, and no subsequent proxy or power of attorney shall be given (and if given, shall not be effective) by such Shareholder with respect thereto on the matters covered by Section 1.1. All authority herein conferred or agreed to be conferred by any Shareholder shall survive the death or incapacity of such Shareholder and any obligation of any Shareholder under this Agreement shall be binding upon the heirs, personal representatives, successors and assigns of such Shareholder. It is agreed that the Chief Financial Officer of the Company 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 the Chief Financial Officer of 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 of, Section 4(b) at any such meeting; and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period 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 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 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 4 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 consent1.1.

Irrevocable Proxy. The Shareholder, revoking Such Stockholder hereby revokes (or causing agrees to cause to be revoked) any proxies that he such Stockholder has heretofore granted, granted with respect to the Subject Shares. Such Stockholder hereby irrevocably appoints Parent and any designee of Parent as attorney-in-fact and proxy for and on behalf of the Shareholdersuch Stockholder, for and in the name, place and stead of the Shareholdersuch Stockholder, to: (a) attend any and all Company Shareholder Meetings; meetings of the Company’s stockholders, (b) vote, express consent or dissent or issue instructions to the record holder to vote the such Stockholder’s Subject Shares in accordance with the provisions of Section 4(b) 4.1 at any such meeting; and all meetings of the Company’s stockholders or in connection with any action sought to be taken by written consent of the Company’s stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 44.1, all written consents with respect to the SharesSubject Shares at any and all meetings of the Company’s stockholders or in connection with any action sought to be taken by written consent without a meeting, provided, however, the foregoing shall only be effective if (x) such Stockholder fails to tender such Stockholder’s Subject Shares pursuant to Section 1.1 above or (y) a Tail Event occurs. 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 in accordance with the provisions of Section 212(e) of the DGCL (and and, without limiting the foregoing, as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholdersuch Stockholder, as applicable) until the end later to occur of the Agreement Period and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of the Merger Agreement or the termination of such Stockholder’s obligations under this Agreement Section 4.5 pursuant to Section 13(d)5.2. The Shareholder Such Stockholder 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 secretary of the Company. The Shareholder Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5 4.5 is given in connection with and granted in consideration of and as an inducement to Parent entering and the Purchaser to enter into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Shareholder Stockholder under Section 4 hereof4.1. The Upon delivery of written request to do so by Parent, each such Stockholder shall as promptly as practicable execute and deliver to Parent a separate written instrument or proxy that embodies the terms of 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 consent4.5.

Irrevocable Proxy. The ShareholderIn the event a Stockholder shall fail (whether willfully, revoking (negligently or causing inadvertently) to be revoked) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of the Shareholder, for and in 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 record holder to vote the Shares in accordance comply with the provisions of Section 4(b) at 1.01 hereof as determined by Oak Hill in its reasonable judgment (a "Defaulting Stockholder"), such Stockholder agrees that such failure shall constitute, without any further action by such meeting; Stockholder, the irrevocable appointment of Oak Hill, until termination of this Agreement, as such Stockholder's attorney and (c) grant or withhold, or issue instructions proxy pursuant to the record holder to grant or withhold, consistent with the provisions of Section 4615 of the Maine Business Corporation Act, all with full power of substitution, to vote, and otherwise act (by written consents consent or otherwise) with respect to the SharesShares which such Stockholder is entitled to vote at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or unanimous consent in lieu of any such meeting or otherwise, on the matters and in the manner specified in Section 1.01 hereof. The foregoing THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Stockholder hereby revokes all other proxies and powers of attorney with respect to the Shares which such Stockholder may have heretofore 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 ▇▇. ▇▇▇▇▇, 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 existing or future rights of ING with respect to the pledge of Class A Common Stock and Common Stock granted to it by ▇▇. ▇▇▇▇▇. No subsequent proxy or power of attorney shall be deemed to be a proxy coupled with an interest, is irrevocable given or written consent executed (and as such shall survive and not be affected by the deathif given or executed, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period and shall not be terminated effective) by operation such Stockholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of Law or each Stockholder and any obligation of a Stockholder under this Agreement shall be binding upon the occurrence heirs, personal representatives and successors of any other event other than the termination of this Agreement pursuant to Section 13(d)such Stockholder. 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 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 4 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 Oak Hill may effect its rights to exercise the proxy contained in pursuant to this Section 5 1.02 without notice to any Defaulting Stockholder, 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 accept any such proxy delivered to the Company by Oak Hill with respect to a change described vote or stockholder action referred to in Section 1.1(a)(i) of 1.01 and such proxy shall override any purported vote or action by 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 consentrelevant Defaulting Stockholder.

Irrevocable Proxy. The Shareholder, revoking (or causing to be revoked) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of the Shareholder, for and in 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 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 record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period 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 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 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 4 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 '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 's prior written consent.

Irrevocable Proxy. The ShareholderIn the event that any Stockholder shall breach its covenant set forth in Section 7.1, revoking such Stockholder (or causing without any further action on such Stockholder's part) shall be deemed to be revoked) any proxies that he has heretofore granted, have hereby irrevocably appoints appointed Parent as the attorney-in-fact and proxy for and on behalf of the Shareholdersuch Stockholder, for and in the namewith full power of substitution, place and stead of the Shareholder, to: (a) attend any and all Company Shareholder Meetings; (b) to vote, express and otherwise act (by written consent or dissent or issue instructions to the record holder to vote the Shares in accordance with the provisions of Section 4(botherwise) at any such meeting; and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to all shares of Common Stock (including the Shares. The foregoing proxy shall be deemed ) that such Stockholder is entitled 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 vote at any meeting of stockholders of the ShareholderCompany (whether annual or special and whether or not an adjourned or postponed meeting) until the end of the Agreement Period and shall not be terminated by operation of Law or upon the occurrence consent in lieu of any other event other than the termination of this Agreement pursuant such meeting or otherwise to Section 13(d). The Shareholder authorizes vote 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 shares as set forth in this Section 5 is given 7.1 above; provided that in connection with and granted in consideration of and as an inducement to Parent entering into the Merger Agreement and that any such irrevocable proxy is given to secure the obligations of the Shareholder under Section 4 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 vote or other action pursuant to Section 13(d). Notwithstanding the foregoingsuch proxy, the Parent shall not have the right (and such proxy shall not confer 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 vote to reduce the Offer Price 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 Consideration (other than any extension of the Offer to the extent permitted 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 Company (including the Stockholders) under the Offer or the Merger Agreement or to reduce the obligations of Parent and/or Sub thereunder; and provided further, that this proxy shall irrevocably cease to be in effect at any time that (x) the Offer shall have expired or terminated without obtaining any shares of Common Stock being purchased thereunder, in violation of the Shareholder’s prior written consentterms of the Offer or the Merger Agreement or (y) Parent or Sub shall be in violation of the terms of this Agreement. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST AND IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 212(e) OF THE DELAWARE GENERAL CORPORATION LAW. Each Stockholder shall execute and deliver to Parent any proxy cards that such Stockholder receives to vote in favor of the consummation of the Merger. Parent shall deliver to the Secretary of the Company any such proxy cards received by it at any meeting called to approve the consummation of the Merger.

Irrevocable Proxy. The Shareholder, revoking (or causing to be revoked) any proxies that he has heretofore granted, Each Principal Stockholder hereby irrevocably appoints Parent as Buyer and any designee of Buyer, each of them individually, each such Principal Stockholder’s proxy and attorney-in-fact and proxy for and on behalf of such Principal Stockholder pursuant to the Shareholderprovisions of Section 212 of the General Corporation Law of the State of Delaware, for as amended, with full power of substitution and resubstitution, to attend and to vote and act on each such Principal Stockholder’s behalf and in the each 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 Shareholderstockholders of Parent, to: (a) attend and at any and all Company Shareholder Meetings; (b) vote, express consent adjournment or dissent or issue instructions to the record holder to vote the Shares in accordance with the provisions postponement of Section 4(b) at any such meeting; , held during the term of this Agreement, and to act by written consent (cincluding the execution and delivery of any written consent) grant or withholdwith respect to each such Principal Stockholder’s Owned Shares, or issue instructions to in all events and at all times during the record holder to grant or withhold, consistent with the provisions term of Section 4, all written consents this Agreement with respect to the Sharesmatters referred to in, and in accordance with, Section 3(a) hereof. The foregoing Each Principal Stockholder affirms that this proxy shall be deemed to be a proxy is coupled with an interest, is shall be irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period and shall not be terminated by operation of Law law or upon the occurrence of any other event other than the valid termination of this Agreement pursuant to Section 13(d)12 hereof. 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 Each Principal Stockholder affirms that the this irrevocable proxy set forth in this Section 5 4 is given in connection with and granted in consideration of and as an inducement to Parent Buyer entering into the Merger Purchase Agreement and that such irrevocable proxy is given to secure the obligations of the Shareholder such Principal Stockholder under Section 4 3(a) hereof. The irrevocable proxy set forth in this Section 5 is executed Each Principal Stockholder agrees to expeditiously take and intended shall expeditiously take such further action or execute such other instruments as may be necessary to be irrevocable, subject, however, to automatic termination upon effectuate the termination intent of this Agreement pursuant 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 13(d3(a). Notwithstanding the foregoing, the Parent 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 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 valid 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 consenteffective.

Irrevocable Proxy. The ShareholderIn furtherance of the agreements contained in Section 3 of this Agreement and subject to the last sentence of this Section 5, revoking (or causing to be revoked) any proxies that he has heretofore granted, the Voting Stockholder hereby irrevocably grants to and appoints Parent and each of the executive officers of Parent, 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 proxy and attorney-in-fact and proxy for and on behalf (with full power of the Shareholdersubstitution), for and in the name, place and stead of the ShareholderVoting Stockholder, to: (a) attend any to vote all Subject Shares that are outstanding and all Company Shareholder Meetings; (b) votebeneficially owned by the Voting Stockholder from time to time, express to grant or withhold a consent or dissent or issue instructions approval in respect of the Subject Shares and to the record holder execute and deliver a proxy 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 record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to 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 ShareholderVoting Stockholder) until the end of the Agreement Period 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 13(d)12(d) hereof. The Shareholder authorizes such attorney Voting Stockholder represents and proxy warrants 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 Parent that all proxies heretofore given in respect of the CompanySubject 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 Shareholder Voting Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5 is given by the Voting Stockholder in connection with with, and granted in consideration of and as an inducement to to, Parent entering into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Shareholder Voting Stockholder under Section 4 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 3 of this Agreement pursuant to Agreement. Parent covenants and agrees with the Voting Stockholder that Parent will exercise the foregoing proxy consistent with the provisions of Section 13(d)3 of this Agreement. Notwithstanding the foregoing, this irrevocable proxy shall terminate automatically with respect to any Company Shares that the Parent 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 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 no longer 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 consentSubject Shares hereunder.

Irrevocable Proxy. (a) The Shareholder, revoking (or causing to be revoked) any proxies that he has heretofore granted, Signing Holder hereby irrevocably appoints Parent and constitutes the Stockholders Representative, jointly and severally, as attorney-in-fact the agent and proxy for and on behalf of the ShareholderSigning Holder, for with full power of substitution and resubstitution, to the full extent of the undersigned’s rights with respect to the Company Securities held by the Signing Holder, to represent such Signing Holder at all annual and special meetings of the shareholders of the Company and in connection with actions in writing taken by the name, place and stead shareholders of the ShareholderCompany, and the undersigned hereby authorizes and empowers Stockholders Representative to vote, and to give written consents with respect to: (a) attend , any and all Company Shareholder Meetings; Securities owned by the undersigned or standing in such Signing Holder's name, and do all things which the undersigned might do if present and acting on his, her or its own behalf, including without limitation to cause the exercise of any warrants to acquire Company capital stock owned by the Signing Holder. (b) vote, express consent or dissent or issue instructions This irrevocable proxy is given to facilitate the transfer of all rights of the Signing Holder in the Company Securities to Buyer under and subject to the record holder to vote terms of the Shares in accordance with the provisions of Section 4(b) at any such meeting; Merger Agreement and this Agreement. (c) grant or withholdTHE PROXY GRANTED BY THE SIGNING HOLDER TO THE STOCKHOLDERS REPRESENTATIVE HEREBY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. THIS PROXY SHALL SURVIVE THE INSOLVENCY, or issue instructions to INCAPACITY, DEATH OR LIQUIDATION OF THE UNDERSIGNED. (d) Upon the record holder to grant or withhold, consistent with the provisions of Section 4execution hereof, all written consents prior proxies given by the undersigned with respect to the SharesCompany Securities held by the Signing Holder and any and all other shares or securities (i) issued or issuable in respect thereof on or after the date hereof and prior to the date this proxy terminates and/or (ii) issued to the undersigned shareholder on or after the date hereof and prior to the date this proxy terminates, are hereby revoked and no subsequent proxies will be given by the undersigned with respect to such Company Securities. (e) Any obligation of the Signing Holder hereunder shall be binding upon the successors and assigns of the Signing Holder. 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 Signing Holder authorizes the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period 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 13(d). The Shareholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and Stockholders Representative to file this proxy and any substitution or revocation of substitution with the Secretary of the Company. The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 5 is given Company 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 any meeting or action of the Shareholder under Section 4 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 shareholders 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)(iCompany. (f) 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 consentTHIS PROXY SHALL TERMINATE ON THE FIRST TO OCCUR OF THE CLOSING OR THE TERMINATION OF THE MERGER AGREEMENT.

Irrevocable Proxy. The ShareholderIf, revoking (or causing and only if, any Stockholder fails to be revoked) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of the Shareholder, for and in 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 record holder to vote the Shares in accordance comply with the provisions of Section 4(b) at 1.01 (as determined by Parent in its sole discretion), such Stockholder hereby agrees that such failure shall result, without any further action by such meeting; Stockholder, in the irrevocable appointment of Parent, and (c) grant or withholdeach of its officers, or issue instructions as such Stockholder's attorney and proxy pursuant to the record holder to grant or withhold, consistent with the provisions of Section 4212(c) of the General Corporation Law of the State of Delaware, all with full power of substitution, to vote and otherwise act (by written consents consent or otherwise) with respect to such Stockholder's Shares at any meeting of stockholders of the SharesCompany (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, on the matters and in the manner specified in Section 1.01. The foregoing THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM A STOCKHOLDER MAY TRANSFER ANY OF HIS SHARES IN BREACH OF THIS AGREEMENT. Each Stockholder hereby revokes all other proxies and powers of attorney with respect to such Stockholder's Shares that may have heretofore been appointed or granted, other than the irrevocable proxy and voting trust granted by ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ in favor of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. (the "Irrevocable Proxy"), and no subsequent proxy or power of attorney shall be deemed to be a proxy coupled with an interest, is irrevocable given or written consent executed (and as such shall survive and not be affected by the deathif given or executed, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period and shall not be terminated effective) by operation of Law any Stockholder with respect thereto. All authority herein conferred or upon agreed to be conferred shall survive the occurrence death or incapacity of any other event other than Stockholder and the termination of the Irrevocable Proxy and any obligation of the Stockholder under 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 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 4 hereof. The irrevocable proxy set forth in this Section 5 is executed and intended to shall be irrevocable, subject, however, to automatic termination binding upon the termination heirs, personal representatives, successors and assigns 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 consentsuch Stockholder.

Irrevocable Proxy. The Shareholder, revoking (Conversant hereby revokes any and all previous proxies or causing powers of attorney with respect to be revoked) any proxies that he has heretofore granted, the Covered Shares. Conversant hereby irrevocably constitutes and appoints Parent as its true and lawful proxy and attorney-in-fact the Company, with full power of substitution and proxy resubstitution, to cause the Covered Shares to be present, and to vote the Covered Shares, in accordance with Section 1.1 at the Parent Stockholder Meeting or any other meeting of Parent Stockholders at which any of the Supported Matters are presented for a vote of Parent Stockholders (including any postponement, recess or adjournment thereof) prior to the Termination Date at which any Supported Matters are to be considered, if and only if Conversant (a) fails to be counted as present, to consent or to vote in a timely manner, (b) is prohibited from voting due to applicable Law, or (c) attempts to vote in a manner inconsistent with the terms of Section 1.1. The power of attorney granted hereunder shall authorize the Company to execute and deliver any documentation required by this Agreement on behalf of the Shareholder, for and in the name, place and stead Conversant failing to do so within one Business Day after request of the Shareholder, to: Company. Conversant and the Company (aor its substitute hereunder) attend any and all Company Shareholder Meetings; (b) vote, express consent or dissent or issue instructions to shall have the record holder right to vote the Covered Shares in accordance with this Agreement on the provisions of matters set forth in Section 4(b) at any such meeting; 1.1 and (c) grant or withhold, or issue instructions Conversant shall be obligated to so vote the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Covered Shares. The foregoing proxy Notwithstanding the foregoing, Conversant shall retain at all times the right to vote (or not vote) Covered Shares (or to direct how such Covered Shares shall be deemed to be a voted or not voted) in Conversant’s sole discretion on matters other than Supported Matters. This proxy and power of attorney granted hereunder is coupled with an interest, is irrevocable (and given as such shall survive and not be affected by the death, incapacity, mental illness or insanity an additional inducement of the Shareholder) until the end of the Agreement Period 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 Company 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 this Section 5 is given in connection with and granted in consideration of and as an inducement to Parent entering enter into the Merger Agreement and that shall be irrevocable prior to the Termination Date, at which time any such irrevocable proxy is given to secure the obligations of the Shareholder under Section 4 hereofshall automatically terminate. The irrevocable Company may terminate this proxy set forth in this Section 5 is executed and intended with respect to be irrevocable, subject, however, Conversant at any time at its sole election by written notice provided 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 consentConversant.

Irrevocable Proxy. The ShareholderBy execution of this Agreement, revoking each Securityholder and its Affiliates (if applicable) do hereby irrevocably and unconditionally appoint and constitute INSW or causing to any designee thereof, until the Expiration Time (immediately after which time this proxy shall automatically be revoked), with full power of substitution and resubstitution, as such Securityholder’s or Affiliates’ (if applicable) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as true and lawful attorney-in-fact and irrevocable proxy, to the fullest extent of such Securityholder’s or Affiliates’ (if applicable) rights with respect to the Subject 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 power to execute and deliver written consents) with respect to such Subject Securities owned or 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 on behalf 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 cause to be done in accordance with this Section 5. At any meeting of the ShareholderSecurityholders of DSSI (whether annual or special) to which Section ‎3 is applicable, for each Securityholder shall (and in shall cause its Affiliates to), or shall direct (and shall cause its Affiliates to direct) the name, place and stead holder(s) of record of all of the ShareholderSubject Securities of such Securityholder or Affiliate (if applicable) on any applicable record date to, to: appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Securities of such Securityholder or Affiliate (aif applicable) attend to be counted as present thereat for purposes of establishing a quorum. If for any and all Company Shareholder Meetings; (b) votereason any proxy granted herein is not irrevocable after it becomes effective, express consent or dissent or issue instructions to then the record holder Securityholder granting such proxy agrees, until the Expiration Time, to vote the Shares Subject Securities of such Securityholder in accordance with the provisions 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 Section 4(bthe Securityholder (including any transferee of any of the Subject Securities). Each Securityholder undertakes and agrees: (i) at any such meetingto 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 in good faith pursuant to and in accordance with this power of attorney; and (cii) grant or withhold, or issue instructions to that the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period and Attorney shall not be terminated by operation of Law liable to the Securityholder for any loss or upon the occurrence damage occurring as a result of any other event other than act or omission made by the termination Attorney by reason of this Agreement acting in good faith 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 in accordance with this proxy and any substitution or revocation with the Secretary power of the Company. The Shareholder hereby affirms that the irrevocable proxy set forth in 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 4 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 Shareholder, revoking (or causing to be revoked) any proxies that he has heretofore granted, Stockholder hereby irrevocably appoints Parent the Purchaser as attorney-in-fact the attorney and proxy for and on behalf of the Shareholdersuch Stockholder, for and in the namewith full power of substitution, place and stead of the Shareholder, to: (a) attend any and all Company Shareholder Meetings; (b) to vote, express and otherwise act (by written consent or dissent or issue instructions to the record holder to vote the Shares in accordance with the provisions of Section 4(botherwise) at any such meeting; and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed all Shares that such Stockholder is entitled 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 vote at any meeting of stockholders of the ShareholderCompany (whether annual, special or other meeting and whether or not an adjourned or postponed meeting) until the end of the Agreement Period and shall not be terminated by operation of Law or upon the occurrence consent in lieu 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 hereundermeeting or otherwise, 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 vote such Shares as set forth in this Section 5 is given 2 hereof; provided that in connection with and granted in consideration of and as an inducement to Parent entering into the Merger Agreement and that any such irrevocable proxy is given to secure the obligations of the Shareholder under Section 4 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 vote or other action pursuant to Section 13(d). Notwithstanding the foregoingsuch proxy, the Parent Purchaser shall not have the right (and such proxy shall not confer the right) to exercise vote to reduce 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 Merger Price or Merger Sub shall have amended to otherwise modify or modified the Offer or if Company shall have consented to a change described in Section 1.1(a)(i) of amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the Company (including the Stockholder) under the Merger Agreement or to reduce the obligations of Purchaser thereunder; and provided further, that this proxy shall irrevocably cease to be in a manner adverse effect on the Termination Date. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder hereby revokes, effective upon the execution and delivery of this Agreement by the parties hereto, all other proxies and powers of attorney with respect to the Shareholder Shares that he may have heretofore appointed or granted, and no subsequent proxy or power of attorney (other than any extension except in furtherance of the Offer his obligations under Section 2 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by him with respect thereto so long as this Agreement remains in effect. The Stockholder shall forward to the extent permitted in Purchaser any proxy cards that the Stockholder receives with respect to the Merger Agreement) without obtaining the Shareholder’s prior written consent.

Irrevocable Proxy. The Shareholder, revoking (or causing to be revoked) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of In the Shareholder, for and in 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 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 record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period 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 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 Stockholder shall breach its covenants set forth in this Section 5 3, the Stockholder (without any further action on the Stockholder's part) shall be deemed to have hereby irrevocably appointed Parent as the attorney and proxy of the Stockholder pursuant to the provisions of Section 212 of the Delaware General Corporation Law, with full power of substitution, to vote (including by execution of any written consent or otherwise) all of the Subject Shares that the Stockholder is given entitled to vote at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or in connection with and granted any consent in consideration lieu of and any such meeting, 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 4 hereof. The irrevocable proxy set forth in this Section 5 is executed Sections 3(a) and intended to be irrevocable3(b); provided, subject, however, to automatic termination upon the termination of this Agreement that in any such vote or other action pursuant to Section 13(d). Notwithstanding the foregoingsuch proxy, the Parent shall not have the right (and such proxy shall not confer the right) to exercise vote to reduce the proxy contained consideration to be paid in this Section 5 and exchange for the Parent’s appointment as attorney-in-fact and proxy for and on behalf Subject Shares in the Merger or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Shareholder shall be rendered voidCompany or any stockholders of the Company (including the Stockholder) under the Merger Agreement or to reduce the obligations of Parent and/or Mergerco thereunder; THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder hereby revokes, if Parent or Merger Sub shall have amended or modified effective upon the Offer or if Company shall have consented to a change described in Section 1.1(a)(i) execution and delivery of the Merger Agreement in a manner adverse by the parties thereto, all other proxies and powers of attorney with respect to the Shareholder Subject Shares that the Stockholder may have heretofore appointed or granted, and no subsequent proxy or power of attorney (other than any extension except in furtherance of the Offer Stockholder's obligations under this Section 3) shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder with respect to the extent permitted matters described in the Merger AgreementSections 3(a) without obtaining the Shareholder’s prior written consentand 3(b) so long as this Agreement remains in effect.

Irrevocable Proxy. The In furtherance of each Shareholder’s agreement in Section A above, revoking (or causing to be revoked) any proxies that he has heretofore granted, each Shareholder hereby irrevocably appoints (until the Termination Date) grants to, and appoints, Parent and any designee thereof and each of Parent’s officers, as such Shareholder’s attorney-in-fact , agent and proxy for (such grants and on behalf appointment, the “Irrevocable Proxy”), with full power of substitution, to vote and otherwise act with respect to all of such Shareholder’s Shares at any meeting of the Shareholdershareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), for and in any action by written consent of the shareholders of the Company, on the matters and in the namemanner specified in Section 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, place TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM SHAREHOLDER MAY TRANSFER ANY OF ITS SHARES IN BREACH OF THIS AGREEMENT. Each Shareholder hereby revokes all other proxies and stead powers of the Shareholder, to: (a) attend any and all Company Shareholder Meetings; (b) vote, express consent or dissent or issue instructions to the 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 record holder to grant or withhold, consistent with the provisions of Section 4, all written consents attorney with respect to the Shares. The foregoing all of such Shareholder’s Shares that may have heretofore been appointed or granted, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be deemed to be a proxy coupled with an interest, is irrevocable given (and as such shall survive and not be affected by the deathif given, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period and shall not be terminated effective) by operation of Law or upon such Shareholder with respect thereto on the occurrence of any other event other than the termination of this Agreement pursuant to matters covered by 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 I.A. Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 5 I.B is given in connection with and granted in consideration the execution of and as an inducement to Parent entering into the Merger Agreement Agreement, and that such irrevocable proxy is given to secure the obligations performance of the duties of such Shareholder under Section 4 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 Shareholder, revoking (or causing to be revoked) any proxies that he has heretofore granted, Stockholder hereby irrevocably grants to and appoints Parent each of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇, as attorney-in-fact Stockholder's attorney and proxy for and on behalf of the Shareholder, for and in 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 pursuant to the record holder to vote the Shares in accordance with the provisions of Section 4(b212(c) at any such meeting; of Delaware Law, each individually with full power of substitution, to vote and otherwise act (cby written consent or otherwise) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to Stockholder's Shares at any meeting of stockholders of the SharesCompany (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, on the matters and in the manner specified in Section 2.01 (the "Irrevocable Proxy"). The foregoing THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM STOCKHOLDER MAY TRANSFER ANY OF HIS, HER OR ITS SHARES IN BREACH OF THIS AGREEMENT. Stockholder hereby revokes all other proxies and powers of attorney with respect to Stockholder's Shares that may have heretofore been appointed or granted, and no subsequent proxy or power of attorney shall be deemed to be a proxy coupled with an interest, is irrevocable given or written consent executed (and as such shall survive and not be affected by the deathif given or executed, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period and shall not be terminated effective) by operation Stockholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of Law or Stockholder and any obligation of Stockholder under this Agreement shall be binding upon the occurrence heirs, personal representatives, successors and assigns of Stockholder. Stockholder represents that any other event other than proxies heretofore given in respect of Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. Stockholder understands and acknowledges that Parent is entering into the termination Merger Agreement in reliance upon Stockholder's execution and delivery of this Agreement pursuant to Section 13(d)Agreement. 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 Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5 2.02 is given in connection with and granted in consideration the execution of and as an inducement to Parent entering into the Merger Agreement Agreement, and that such irrevocable proxy is given to secure the obligations performance of the Shareholder duties of Stockholder under Section 4 this Agreement. Stockholder hereby ratifies and confirms all that the Irrevocable Proxy may lawfully do or cause to be done by virtue hereof. The irrevocable proxy set forth in this Section 5 is executed and intended to be irrevocable, subject, however, to automatic termination upon Irrevocable Proxy shall survive until the termination of this Agreement pursuant to in accordance with Section 13(d). Notwithstanding 7.01, at which point 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 Irrevocable Proxy 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 consentautomatically revoked.

Irrevocable Proxy. The Shareholder, revoking (or causing to be revoked) any proxies that he has heretofore granted, ▇▇▇▇▇▇ hereby irrevocably constitutes and appoints Parent the Representative, from the Effective Date until the Termination Date (as attorney-in-fact defined below), as his true and proxy for and on behalf lawful proxy, with full power of the Shareholdersubstitution, for and in the his name, place and stead of ▇▇▇▇▇ to vote the ShareholderSubject Securities, to: (a) attend and any and all Company Shareholder Meetings; (b) voteother equity interests in Echo held by ▇▇▇▇▇▇, express consent whether directly or dissent indirectly, beneficially or issue instructions to the record holder to vote the Shares in accordance with the provisions of Section 4(b) at any such meeting; and (c) grant record, now owned or withholdhereafter acquired, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to any and all matters subject to a vote of Echo stockholders, including, without limitation (i) matters relating to, or arising in connection with, the SharesOffering, (ii) any amendment to the governing documents of Echo, (iii) the adoption of any employee benefit plan by Echo and (iv) any recapitalization, merger, purchase, sale, change of control, conversion of equity interests or similar transaction proposed by Echo (the “Voting 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 Shareholder) until the end of the Agreement Period 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 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 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 4 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 include the right to exercise sign ▇▇▇▇▇▇’▇ name (as an Echo stockholder or option holder) to any agreement, consent, certificate or other document relating to any and all Voting Matters that the Representative deems necessary or appropriate, in its sole and absolute discretion, to cause the Subject Securities to be voted in accordance with the preceding sentence. ▇▇▇▇▇▇ hereby revokes all other proxies and powers of attorney with respect to the Subject Securities that he may have appointed or granted. ▇▇▇▇▇▇ hereby agrees not to give a subsequent proxy contained in this Section 5 or power of attorney (and if given, will not be effective) or enter into any other voting agreement with respect to the Parent’s appointment as attorney-in-fact and proxy for and on behalf of the Shareholder Subject Securities. The Representative shall be rendered void, if Parent or Merger Sub shall have amended or modified the Offer or if Company shall have consented entitled to a change described in Section 1.1(a)(i) of the Merger Agreement in a manner adverse exercise any and all voting and other consensual rights pertaining to the Shareholder (other than Subject Securities or any extension part thereof for any purpose not inconsistent with the terms of the Offer to the extent permitted in the Merger this Agreement) without obtaining the Shareholder’s prior written consent. THE PROXIES AND POWERS GRANTED BY ▇▇▇▇▇▇ PURSUANT TO THIS AGREEMENT ARE COUPLED WITH AN INTEREST AND ARE GIVEN TO SECURE THE PERFORMANCE OF ▇▇▇▇▇▇’▇ OBLIGATIONS UNDER THIS AGREEMENT.

Irrevocable Proxy. The Shareholder, revoking (or causing to be revoked) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of the Shareholder, for and in the name, place and stead of the Shareholder, to: (a) attend In the event that any Shareholder shall breach its covenant set forth in Section 1.01, such Shareholder (without any further action on such Shareholder's part) shall be deemed to have irrevocably appointed Farnell as the attorney and all Company proxy of such Shareholder Meetings; (b) vote, express consent or dissent or issue instructions pursuant to the record holder to vote the Shares in accordance with the provisions of Section 4(bsection 1701.48 of the Ohio General Corporation Law, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) at any such meeting; and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interestShareholder Shares of such Shareholder, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity at any meeting of shareholders of the ShareholderCompany (whether annual or special and whether or not an adjourned or postponed meeting) until the end of the Agreement Period and shall not be terminated by operation of Law or upon the occurrence consent in lieu 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 hereundermeeting or otherwise, 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 vote such shares as set forth in this Section 5 is given 1.01; PROVIDED that in connection with and granted in consideration of and as an inducement to Parent entering into the Merger Agreement and that any such irrevocable proxy is given to secure the obligations of the Shareholder under Section 4 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 vote or other action pursuant to Section 13(d). Notwithstanding the foregoingsuch proxy, the Parent Farnell shall not have the right (and such proxy shall not confer 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 vote to a change described in Section 1.1(a)(i) of reduce the Merger Agreement in a manner adverse to the Shareholder Consideration (other than any extension of the Offer to the extent permitted as defined in the Merger Agreement) without obtaining or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any shareholders of the Company (including the Shareholders) under the Merger Agreement or to reduce the obligations of Farnell thereunder. This proxy and power of attorney is irrevocable and coupled with an interest. Each Shareholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, all other proxies and powers of attorney with respect to the Shareholder Shares that Shareholder may have heretofore appointed or granted, and no subsequent proxy or power of attorney (except in furtherance of Shareholder’s prior 's obligations under Section 1.01 hereof) shall be given or written consentconsent executed (and if given or executed, shall not be effective) by Shareholder with respect thereto so long as this Agreement remains in effect. Each Shareholder shall forward to Farnell any proxy cards that such Shareholder receives in respect of its Shareholder Shares. (b) None of the Shareholders shall, directly or indirectly, except as contemplated by this Agreement, grant any proxies or powers of attorney with respect to matters set forth in Section 1.01, deposit any of the Shareholder Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of the Shareholder Shares, in each case with respect to such matters.

Irrevocable Proxy. The Shareholder(a) Subject to the terms and conditions of this Agreement, revoking the Stockholder hereby constitutes and appoints Redback, which shall act by and through Denn▇▇ ▇▇▇▇▇▇▇ ▇▇▇ Crai▇ ▇▇▇▇▇▇▇ (▇▇ch, a "Proxy Holder"), or causing to be revoked) any proxies that he has heretofore grantedeither of them, hereby irrevocably appoints Parent as with full power of substitution, its true and lawful proxy and attorney-in-fact to vote at any meeting (and proxy for and on behalf any adjournment or postponement thereof) of the ShareholderCompany's stockholders called for purposes of considering whether to approve the Merger Agreement, for and in the name, place and stead Merger or any of the Shareholderother transactions contemplated by the Merger Agreement, to: or any Third Party Acquisition, or to execute a written consent of stockholders in lieu of any such meeting, all Shares Beneficially Owned by Stockholder as of the date of such meeting or written consent (ai) attend any in favor of the approval of the Merger Agreement, the Merger and all Company Shareholder Meetings; (b) votethe other transactions contemplated by the Merger Agreement, express consent or dissent or issue instructions with such modifications to the record holder Merger Agreement as the parties thereto may make, or (ii) against a Third Party Acquisition, as the case may be. Such proxy shall be limited strictly to the power to vote the Shares Beneficially Owned by Stockholder in the manner set forth in the preceding sentence and shall not extend to any other matters, and shall, without limitation, not extend to any power to vote the Shares in any manner with respect to any proposal to approve any contract, agreement or arrangement that might constitute a "Parachute Payment," within the meaning of Section 280G of the Internal Revenue Code and in accordance with the requirements of Q&A Numbers 6 and 7 of the Treasury Regulations promulgated thereunder. (b) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Shares in accordance with the requirements of Section 1 hereof, then the Proxy Holder shall have the right to vote the Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with the provisions of this Section 4(b) at any such meeting; and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares2. 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 vote of the Shareholder) until Proxy Holder shall control in any conflict between the end Proxy Holder's vote of the Agreement Period such Shares and shall not be terminated a vote by operation Stockholder of Law or upon the 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 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 4 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 consentShares.

Irrevocable Proxy. The ShareholderIn the event a Stockholder shall fail (whether willfully, revoking (negligently or causing inadvertently) to be revoked) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of the Shareholder, for and in 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 record holder to vote the Shares in accordance comply with the provisions of Section 4(b) at 1.01 hereof as determined by Oak Hill in its reasonable judgment (a "Defaulting Stockholder"), such Stockholder agrees that such failure shall constitute, without any further action by such meeting; Stockholder, the irrevocable appointment of Oak Hill, until termination of this Agreement, as such Stockholder's attorney and (c) grant or withhold, or issue instructions proxy pursuant to the record holder to grant or withhold, consistent with the provisions of Section 4615 of the Maine Business Corporation Act, all with full power of substitution, to vote, and otherwise act (by written consents consent or otherwise) with respect to the SharesShares which such Stockholder is entitled to vote at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or unanimous consent in lieu of any such meeting or otherwise, on the matters and in the manner specified in Section 1.01 hereof. The foregoing THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Stockholder hereby revokes all other proxies and powers of attorney with respect to the Shares which such Stockholder may have heretofore 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 ▇▇. ▇▇▇▇▇, 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 existing or future rights of ING with respect to the pledge of Class A Common Stock and Common Stock granted to it by ▇▇. ▇▇▇▇▇. No subsequent proxy or power of attorney shall be deemed to be a proxy coupled with an interest, is irrevocable given or written consent executed (and as such shall survive and not be affected by the deathif given or executed, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period and shall not be terminated effective) by operation such Stockholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of Law or each Stockholder and any obligation of a Stockholder under this Agreement shall be binding upon the occurrence heirs, personal representatives and successors 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 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 4 hereof. The irrevocable proxy set forth in this Section 5 is executed and intended to be irrevocable, Stockholder (subject, however, to automatic termination upon the termination of this Agreement pursuant to proviso set forth in Section 13(d4.03 hereof). Notwithstanding the foregoing, the Parent shall not have the right Oak Hill may effect its rights to exercise the proxy contained in pursuant to this Section 5 1.02 without notice to any Defaulting Stockholder, 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 accept any such proxy delivered to the Company by Oak Hill with respect to a change described vote or stockholder action referred to in Section 1.1(a)(i) of 1.01 and such proxy shall override any purported vote or action by 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 consentrelevant Defaulting Stockholder.

Irrevocable Proxy. The Shareholder, revoking Equityholder hereby revokes (or causing agrees to cause to be revoked) any proxies that he the Equityholder has heretofore granted, granted with respect to the Subject Shares. The Equityholder hereby irrevocably appoints Parent PTI, and any individual designated in writing by PTI, as attorney-in-fact and proxy for and on behalf of the ShareholderEquityholder, for and in the name, place and stead of the ShareholderEquityholder, to: (a) attend any and all Company Shareholder Meetings; meetings of the Holdings Equityholders, (b) vote, express consent or dissent or issue instructions to the record holder to vote the Equityholder’s Subject Shares in accordance with the provisions of Section 4(b) 1.1 at any such meeting; and all meetings of Holdings Equityholders or in connection with any action sought to be taken by written consent of Holdings Equityholders 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 41.1, all written consents with respect to the SharesSubject Shares at any and all meetings of Holdings Equityholders or in connection with any action sought to be taken by written consent without a meeting. PTI agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy proxy: (x) 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 ShareholderEquityholder, as applicable) until the end termination of the this Agreement Period and pursuant to Section 4.2; (y) shall not be terminated by operation of Law law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 13(d)4.2; and (z) shall revoke any and all prior proxies or powers of attorney granted by the Equityholder and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Equityholder with respect thereto. The Shareholder Equityholder 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 Holdings and/or the Company, as applicable. The Shareholder Equityholder hereby affirms that the irrevocable proxy set forth in this Section 5 1.5 is given in connection with and granted in consideration of and as an inducement to Parent entering PTI to enter into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Shareholder Equityholder under Section 4 hereof1.1. The irrevocable proxy set forth in this Section 5 1.5 is executed and intended to be irrevocable, subject, however, to its 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 consent4.2.

Irrevocable Proxy. The Shareholder, revoking (or causing to be revokeda) any proxies that he has heretofore granted, Each Stockholder hereby irrevocably constitutes and appoints Parent each of ▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇, from the date of this Agreement until the earlier of (i) 180 days after the Closing or (ii) Parent’s next annual general meeting of stockholders after the Closing, as attorney-in-fact the Stockholder’s true and proxy for and on behalf of the Shareholderlawful proxies, for and in the Stockholder’s name, place and stead to vote the Parent Shares owned by the Stockholder with respect to any matter that may be put to a vote of the Shareholderstockholders of Parent at such next annual general meeting of stockholders. The proxy granted pursuant to this Section 5.09 shall include the right to sign the Stockholder’s name (as stockholder of Parent) to any consent, to: (a) attend any and all Company Shareholder Meetings; certificate or other document relating to Parent that applicable law may permit or require, to cause the Parent Shares to be voted. (b) voteEach Stockholder agrees that each certificate, express consent or dissent or issue if any, representing any Parent Shares shall be marked by Parent with a restrictive legend as follows: “THE SHARES EVIDENCED HEREBY ARE SUBJECT TO AN IRREVOCABLE PROXY (A COPY OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE COMPANY) AND BY ACCEPTING ANY INTEREST IN THE SHARES REPRESENTED BY THIS CERTIFICATE THE HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL OF THE PROVISIONS OF SAID PROXY.” Parent agrees to take all necessary action, and deliver to its transfer agent all necessary instructions and documentation, at Parent’s sole cost and expense, as are required to cause the record holder to vote removal of the Shares in accordance with the provisions of Section 4(b) at foregoing legend from any such meeting; and certificate (or related electronic entry) immediately upon the expiration of the proxy provided herein. (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period 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 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 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 4 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 consentTHE PROXIES AND POWERS GRANTED BY STOCKHOLDERS PURSUANT TO THIS SECTION 5.09 ARE IRREVOCABLE DURING THE PERIOD DESCRIBED ABOVE AND ARE COUPLED WITH AN INTEREST.

Irrevocable Proxy. The Shareholder, revoking Stockholder hereby revokes (or causing agrees to cause to be revoked) any proxies that he the Stockholder has heretofore granted, granted with respect to the Subject Shares. The Stockholder hereby irrevocably appoints Parent Parent, and the Chief Executive Officer, Chief Financial Officer and General Counsel of Parent, as attorney-in-fact and proxy proxy, for and on behalf of the ShareholderStockholder, for and in the name, place and stead of the ShareholderStockholder, to: (a) attend any and all meetings of the Company Shareholder Meetings; 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 Stockholder’s Subject Shares solely in accordance with furtherance of the provisions of Section 4(b) 1.1 at any such meeting; and all meetings of the Company Stockholders or in connection with any action sought to be taken by written consent of the Company Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with solely in furtherance of the provisions of Section 41.1, all written consents with respect to the SharesSubject Shares at any and all meetings of the Company Stockholders or in connection with any action sought to be taken by written consent of the Company Stockholders without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes expressly 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 ShareholderStockholder, as applicable) until the end termination of the this Agreement Period and shall not be terminated by operation of Law law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 13(d)4.2. The Shareholder Stockholder 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 CompanyParent. The Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5 1.4 is given in connection with and granted in consideration of and as an inducement to Parent entering and Merger Sub to enter into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Shareholder Stockholder under Section 4 hereof1.1. The irrevocable proxy set forth in this Section 5 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 13(d4.2. 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 the name of a bank, broker or nominee). Notwithstanding the foregoing, the Parent Stockholder shall not have take all action necessary to cause the right record holder of such Subject Shares to exercise grant the irrevocable proxy contained and take all other actions provided for 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 1.4 with respect 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 consentsuch Subject Shares.

Irrevocable Proxy. The Shareholder(a) Each of the Stockholders other than MSD Portfolio, revoking L.P. - Investments, Black Marlin Investments, LLC and Vermeer Investments, LLC (or causing to be revokedthe "MSD STOCKHOLDERS") any proxies that he has heretofore grantedhereby appoints ▇▇▇▇▇ ▇. ▇▇▇▇▇, hereby irrevocably appoints Parent until termination of this Agreement, as attorney-in-fact such Stockholder's attorney and proxy for with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to the Voting Common Shares of such Stockholder, on behalf of the Shareholder, for matters and in the name, place and stead of the Shareholder, to: (a) attend any and all Company Shareholder Meetings; manner specified in Section 1.1 hereof. (b) vote, express consent or dissent or issue instructions In the event any of the MSD Stockholders shall fail to the record holder to vote the Shares in accordance comply with the provisions of Section 4(b1.1 hereof, each such MSD Stockholder agrees that such failure shall result, without any further action by such MSD Stockholder, in the irrevocable appointment of ▇▇▇▇▇ ▇. ▇▇▇▇▇, until termination of this Agreement, as such MSD Stockholder's attorney and proxy with full power of substitution, to vote, and otherwise act (by written consent or otherwise) at any such meeting; and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the SharesVoting Common Shares of such MSD Stockholder, on the matters and in the manner specified in Section 1.1 hereof. (c) THE PROXIES AND POWER OF ATTORNEY GRANTED PURSUANT TO THE ABOVE PARAGRAPHS ARE IRREVOCABLE AND COUPLED WITH AN INTEREST. The foregoing Each Stockholder hereby revokes all other proxies and powers of attorney on the matters specified in Section 1.1 or to the extent inconsistent with the matters set forth in Section 1.1 with respect to the Shares which such Stockholder may have heretofore appointed or granted, and no subsequent proxy or power of attorney shall be deemed to be a proxy coupled with an interest, is irrevocable given or written consent executed (and as such shall survive and not be affected by the deathif given or executed, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period and shall not be terminated effective) by operation such Stockholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of Law or each Stockholder and any obligation of a Stockholder under this Agreement shall be binding upon the occurrence heirs, personal representatives and successors 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 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 4 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 consentStockholder.

Irrevocable Proxy. The ShareholderIn furtherance of Section 1, revoking each CS Shareholder by executing and delivering to the Company this Agreement or an Instrument of Accession hereby constitutes and appoints the [Secretary] (or causing to be revokedwith full power of substitution) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as the proxy and attorney-in-fact and proxy for and on behalf of the such CS Shareholder, for and in the name, place and stead of the such CS Shareholder, to: (a) attend any and all Company Shareholder Meetings; (b) vote, express consent or dissent or issue instructions to the 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 record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Sharesmatters set forth in Sections 1.1 and 1.2 herein, to attend any meeting of the voting securityholders of the Company (including any postponements or adjournments thereof) and to cast on behalf of such CS Shareholder all votes that such CS Shareholder is entitled to cast at any such meeting in accordance with Sections 1.1 and 1.2 hereof, whether at such a meeting or in any action by written consent in lieu of such a meeting, and to otherwise represent the CS Shareholder with all powers possessed by the CS Shareholder if personally present at any such meeting consistently with Sections 1.1 and 1.2 hereof. The foregoing proxy shall be deemed Such attorney-in-fact may evidence the taking of any action, the giving of any consent or the casting of votes by the execution of any document or instrument for such purpose in the name of the CS Shareholder, and do and perform each and every act and thing whether necessary or desirable to be done, as fully as the CS Shareholder might or could do as 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 Shareholder) until the end of the Agreement Period 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 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 voting securityholder of the Company. The proxy granted pursuant to this Section 2.1 is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 4.1 hereof or the provisions of this Agreement no longer apply to a CS Shareholder pursuant to Section 4.2 hereof. Each CS Shareholder hereby affirms that revokes any and all previous proxies with respect to all the irrevocable proxy set forth in Shares owned by such CS Shareholder or over which such CS Shareholder has voting control, and shall not hereafter, unless and until this Section 5 is given in connection with and granted in consideration of and as an inducement Agreement terminates or expires pursuant to Parent entering into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Shareholder under Section 4 hereof. The irrevocable , purport to grant any other proxy set forth in this Section 5 is executed and intended or power of attorney with respect to be irrevocableany such Shares, subject, however, to automatic termination upon the termination deposit any 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 such Shares into a voting trust 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 enter into any agreement (other than this Agreement), arrangement or understanding with any extension person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Offer Shares, in each case, with respect to any of the extent permitted in the Merger Agreement) without obtaining the Shareholder’s prior written consentmatters set forth herein.

Irrevocable Proxy. The ShareholderEach Stockholder constitutes and appoints each of Parent and Merger Sub, revoking (or causing and each of their respective officers, each acting individually, from and after the date hereof until the earlier to be revoked) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf occur of the Shareholder, for Effective Time and in 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 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 record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period 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 13(d). The Shareholder authorizes 9 (at which point such attorney constitution and appointment shall automatically be revoked and rescinded and of no force and effect) as such Stockholder's attorney, agent and proxy to substitute any other Person to act hereunder(each such constitution and appointment, an “Irrevocable Proxy”), with full power of substitution, to revoke vote and otherwise act with respect to all of such Stockholder’s Shares at the Company Stockholders Meeting, and in any substitution and to file this proxy and any substitution or revocation with the Secretary action by written consent of the Company. The Shareholder hereby affirms that the irrevocable proxy set forth in 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 stockholders of the Shareholder under Company in lieu of the Company Stockholders Meeting, on the matters and in the manner specified in Section 4 hereof1.1, in each case subject to applicable Law. The irrevocable proxy set forth in this Section 5 is executed 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 STOCKHOLDER MAY TRANSFER ANY OF ITS SHARES IN BREACH OF THIS AGREEMENT. Each Stockholder hereby revokes all other proxies and intended powers of attorney with respect to be irrevocableall of such Stockholder’s Shares that may have heretofore been appointed or granted, subject, however, and agrees until the earlier to automatic termination upon occur of the Effective Time and the termination of this Agreement pursuant to Section 13(d). Notwithstanding the foregoing9 that no subsequent proxy or power of attorney shall be given (and if given, the Parent shall not have be effective) by such Stockholder with respect thereto on the right to exercise the proxy contained in this matters covered by Section 5 and the Parent’s appointment as attorney-in-fact and proxy for and on behalf of the Shareholder shall be rendered void1.1, 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 a proxy solicited by the Offer Proxy Statement to the extent permitted in necessary to permit the Merger Agreement) without obtaining Stockholder to comply with Section 1.1. All authority herein conferred or agreed to be conferred by any Stockholder shall survive the Shareholder’s prior written consent.death or incapacity of such Stockholder and any obligation of any Stockholder under this Agreement shall be binding upon the heirs, personal representatives, successors and assigns of such

Irrevocable Proxy. The ShareholderExcept for the proxy granted to Senior Lender, revoking (or causing each Grantor hereby revokes all previous proxies with regard to be revoked) its Pledged Securities, its Pledged Partnership Interests and its Pledged Limited Liability Company Interests and, subject to receipt of any proxies that he has heretofore grantedand all necessary prior approvals required under the Communications Act and the FCC Rules, hereby irrevocably appoints Parent Bank as attorney-in-fact and proxy for and on behalf of the Shareholder, for and in the name, place and stead of the Shareholder, to: its respective proxyholder to (a) attend and vote at any and all Company Shareholder Meetings; (b) vote, express consent or dissent or issue instructions to the 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 record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity meetings of the Shareholder) until the end shareholders of the Agreement Period corporation(s) which issued the Pledged Securities, and shall not be terminated by operation any adjournments thereof, held on or after the date of Law or upon the occurrence giving of any other event other than this proxy and prior to the termination of this Agreement pursuant proxy and to execute any and all written consents of shareholders of such corporation(s) 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 its shares or had personally signed the written consents, waivers or ratification, and (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 Bank), 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 or Pledged Partnership 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 their respective Limited Liability Company Interests or Partnership Interests or had personally signed the consents, waivers or ratifications; provided, however, that Bank as proxyholder shall have rights hereunder only upon the occurrence and during the continuance of an Event of Default and subject to Section 13(d)13(j) hereof. The Shareholder Each Grantor hereby authorizes such attorney and proxy Bank to substitute any other another Person (which Person shall be a successor to act the rights of Bank hereunder, a nominee appointed by Bank to revoke serve as proxyholder, or otherwise as approved by such Grantor in writing, such approval not to be unreasonably withheld) as the proxyholder and, upon the occurrence or during the continuance of any substitution Event of Default, hereby authorizes and directs the proxyholder to file this proxy and any the substitution or revocation instrument with the Secretary secretary of the Companyappropriate corporation. The Shareholder hereby affirms that the This proxy is-coupled with an interest and is irrevocable proxy set forth in this Section 5 is given in connection with and granted in consideration until such time as no part of and as an inducement any commitment to Parent entering into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Shareholder under Section 4 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 make Loans pursuant to Section 13(d). Notwithstanding the foregoing, the Parent shall not Credit Agreement remains outstanding and all Obligations have the right to exercise the proxy contained been indefeasibly paid 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 consentfull.

Irrevocable Proxy. The Shareholder, revoking Each Supporting Stockholder hereby revokes (or causing causes to be revoked) any and all previous voting proxies that he has heretofore grantedgranted with respect to the voting of any of such Supporting Stockholder’s Subject Company Shares. In order to secure the performance of the Supporting Stockholders’ obligations under this Agreement, each Supporting Stockholder, by entering into this Agreement, hereby irrevocably appoints Parent grants a proxy appointing ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, and each of them (the “Proxies”), as such Supporting Stockholder’s attorney-in-fact and proxy for proxy, with full power of substitution and on behalf of the Shareholderre-substitution, for and in the such Supporting Stockholder’s name, place and stead of the Shareholderstead, to: (a) attend any and all Company Shareholder Meetings; (b) to vote, express consent or dissent dissent, or issue instructions otherwise to utilize such voting power in the record holder manner expressly provided in Section 1.1 above, in the discretion of the Proxies, with respect to vote such Supporting Stockholder’s Subject Company Shares, in each case until the Shares expiration of the Term. THE PROXY GRANTED BY EACH SUPPORTING STOCKHOLDER PURSUANT TO THIS SECTION 1.2 IS COUPLED WITH AN INTEREST, IS IRREVOCABLE DURING THE TERM AND IS GRANTED IN CONSIDERATION OF PARENT, MERGER SUB AND THE COMPANY ENTERING INTO THIS AGREEMENT AND/OR THE MERGER AGREEMENT AND INCURRING CERTAIN RELATED FEES AND EXPENSES. The proxy granted by each Supporting Stockholder shall automatically be revoked upon termination of this Agreement in accordance with Section 4.2. Without limiting the provisions foregoing, for clarity, the voting proxy granted pursuant hereto shall not be deemed to be revoked by any power of Section 4(battorney or voting proxy that may be granted by any Supporting Stockholder to any other Person during the Term. Each Supporting Stockholder severally (and not jointly) at hereby ratifies and confirms all that the Proxies may lawfully do or cause to be done by virtue hereof. Each Supporting Stockholder agrees, severally but not jointly, to execute and deliver to Parent any proxy cards that such meeting; and (c) grant or withhold, or issue instructions Supporting Stockholder may receive to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents vote with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period 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 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 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 4 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 matters 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 consent1.1.

Irrevocable Proxy. The Shareholder, revoking Each Stockholder hereby revokes (or causing agrees to cause to be revoked) any proxies that he the Stockholder has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact granted with respect to its Shares. In the event and proxy for and on behalf of the Shareholder, for and in 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 record holder extent that the Stockholder fails to vote the Shares in accordance with the provisions of Section 4(b) 3 at any such meeting; and (c) grant applicable meeting of the stockholders of Impact or withholdpursuant to any applicable written consent of the stockholders of Impact, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy Stockholder shall be deemed to be a have irrevocably granted to, and appointed, Impact, and any individual designated in writing by Impact, and each of them individually, as his, her or its proxy coupled and attorney-in-fact (with an interestfull power of substitution), is irrevocable (for and as such shall survive in its name, place and not be affected stead, to vote his, her or its Shares in any action by the death, incapacity, mental illness written consent of Impact stockholders or insanity at any meeting of the Shareholder) until the end Impact stockholders called with respect to any of the Agreement Period matters specified in, and shall in accordance and consistent with, Section 3 of this Agreement. I▇▇▇▇▇ agrees not be terminated by operation of Law or upon to exercise the occurrence of proxy granted herein for any other event purpose other than the termination of purposes described in this Agreement pursuant to Section 13(d)Agreement. The Shareholder authorizes such attorney and proxy to substitute any other Person to act hereunderExcept as otherwise provided for herein, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of the Company. The Shareholder each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5 is given in connection coupled with an interest and granted in consideration of and as an inducement to Parent entering into the Merger Agreement may under no circumstances be revoked and that such irrevocable proxy is given to secure the obligations of the Shareholder under Section 4 hereof. The irrevocable proxy set forth in this Section 5 is executed and intended to be irrevocable. For the avoidance of doubt, subjectthis irrevocable proxy shall not be exercised in any manner that is inconsistent with any consent rights, howeverprotective provisions, or termination rights granted to the Stockholder under this Agreement. Furthermore, for the avoidance of doubt, no vote shall be cast, and no consent shall be given, pursuant to this proxy with respect to any amendment, modification, or waiver of the Merger Agreement or the Contemplated Transactions, unless DSS has provided its prior written consent to such action, which consent shall not be unreasonably withheld or undue delayed, to automatic termination the extent it would materially affect DSS’ rights, obligations, or interests as a stockholder of Impact. Notwithstanding any other provisions of this Agreement, the irrevocable proxy granted hereunder shall automatically terminate 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 Shareholder, revoking (or causing to be revokeda) any proxies that he has heretofore granted, hereby irrevocably appoints Parent Each Stockholder as attorney-in-fact and proxy for and on behalf of the Shareholderdate such Stockholder became or is deemed a party to this Agreement hereby grants to Acquiror an irrevocable proxy to exercise, for at any time and from time to time: (i) all rights and powers of such Stockholder with respect to his, her or its Shares to vote, give approvals, consents, call meetings, give, receive and waive notices of meetings, and grant proxies to others; and (ii) without limitation of the rights and powers referred to in the namepreceding clause (i), place all voting, approval, consent and stead waiver rights and powers that such Stockholder possesses or may in the future possess as record or beneficial owner of the Shareholderhis, her or its Shares, in such manner as Acquiror may, in its sole discretion, deem necessary or, in Acquiror’s reasonable discretion, desirable in order to: (aA) attend any approve the Merger Agreement and all the form, terms and provisions thereof and the consummation by the Company Shareholder Meetings; (b) voteof the transactions contemplated thereby, express consent or dissent or issue instructions to including the record holder to vote the Shares in accordance with the provisions of Section 4(b) at any such meetingMerger; and (cB) grant prevent any other action, including any other merger and any consolidation, sale of assets or withholdsecurities, reorganization or recapitalization, liquidation or winding up of the Company or any other extraordinary transaction involving the Company or any other corporate action the consummation of which could reasonably be expected to, directly or indirectly, frustrate the purposes of, or issue instructions prevent or delay the consummation of, the transactions contemplated by this Agreement or the Merger Agreement. By giving this proxy such Stockholder hereby revokes all other proxies granted by such Stockholder to the record holder to grant vote any of his, her or withhold, consistent with the provisions of Section 4, all written consents its Shares solely with respect to the Sharesforegoing matters. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (power and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period and authority hereby conferred shall not be terminated by any act of such Stockholder or by operation of Law law, by lack of appropriate power or upon authority or by the occurrence of any other event other than or events except 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 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 4 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 accordance with its terms and shall be binding upon all such Stockholder’s beneficiaries, distributees, successors, assigns and legal representatives. If, after execution of this Agreement, such Stockholder shall cease to have appropriate power or authority, Acquiror is nevertheless authorized and directed to vote such Stockholder’s Shares in accordance with the Shareholder (other than any extension terms of the Offer to the extent permitted this Agreement as if such lack of appropriate power or authority had not occurred and regardless of notice thereof. This proxy is irrevocable, is coupled with an interest and is granted in consideration of Acquiror’s and Sub’s entering into the Merger Agreement. This proxy shall terminate upon the earlier to occur of (x) without obtaining the Shareholderfiling of the Certificate of Merger and (y) the termination of the Merger Agreement in accordance with its terms. (b) Each Stockholder agrees not to grant another proxy to any Person or to vote any of such Stockholder’s prior written Shares in favor of the approval of any other merger, consolidation, sale of assets or securities, reorganization, recapitalization, liquidation or winding up of the Company or any other extraordinary transaction involving the Company or any matters in connection therewith, or any corporate action the consummation of which could reasonably be expected to, directly or indirectly, frustrate the purposes of, or prevent or delay the consummation of, the transactions contemplated by the Merger Agreement. The obligations of each Stockholder under this Section 1.2(b) shall terminate upon the earlier to occur of (x) the filing of the Certificate of Merger and (y) the termination of the Merger Agreement in accordance with its terms. (c) If the proxy granted in Section 1.2(a) is invalid or is ineffective for any reason, each Stockholder hereby irrevocably agrees to vote, give approvals, consents, call meetings, give, receive and waive notices of meetings, and grant proxies to others in such manner as Acquiror may, in its sole discretion, deem necessary or, in Acquiror’s reasonable discretion, desirable in order to secure the consent, adoption and approval by the stockholders of the Company of the Merger Agreement and the form, terms and provisions thereof and the consummation by the Company of the transactions contemplated thereby, including the Merger. The obligations of each Stockholder under this Section 1.2(c) shall terminate upon the earlier to occur of (x) the filing of the Certificate of Merger and (y) the termination of the Merger Agreement in accordance with its terms. (d) Except as contemplated by this Section 1.2, no Stockholder shall be restricted from voting in favor of, against or abstaining with respect to any matter presented to the stockholders of the Company.

Irrevocable Proxy. The Shareholder, revoking Stockholder hereby revokes (or causing agrees to cause to be revoked) any proxies that he the Stockholder has heretofore granted, granted with respect to the Subject Shares. The Stockholder hereby irrevocably appoints Parent the Company, and the Chief Executive Officer, Chief Financial Officer and General Counsel of the Company, as attorney-in-fact and proxy proxy, for and on behalf of the ShareholderStockholder, for and in the name, place and stead of the ShareholderStockholder, to: (a) attend any and all Company Shareholder Meetings; meetings of the Parent 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 Stockholder’s Subject Shares solely in accordance with furtherance of the provisions of Section 4(b) 1.1 at any such meeting; and all meetings of the Parent Stockholders or in connection with any action sought to be taken by written consent of the Parent Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with solely in furtherance of the provisions of Section 41.1, all written consents with respect to the SharesSubject Shares at any and all meetings of the Parent Stockholders or in connection with any action sought to be taken by written consent of the Parent Stockholders without a meeting. The Company agrees not to exercise the proxy granted herein for any purpose other than the purposes expressly 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 ShareholderStockholder, as applicable) until the end termination of the this Agreement Period and shall not be terminated by operation of Law law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 13(d)4.2. The Shareholder Stockholder 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 Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5 1.4 is given in connection with and granted in consideration of and as an inducement to Parent entering the Company to enter into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Shareholder Stockholder under Section 4 hereof1.1. The irrevocable proxy set forth in this Section 5 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 13(d4.2. 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 the name of a bank, broker or nominee). Notwithstanding the foregoing, the Parent Stockholder shall not have take all action necessary to cause the right record holder of such Subject Shares to exercise grant the irrevocable proxy contained and take all other actions provided for 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 1.4 with respect 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 consentsuch Subject Shares.

Irrevocable Proxy. The ShareholderConcurrently with the execution of this Separation Agreement, revoking the Executive will sign the Agreement Granting Irrevocable Proxy as well as the Irrevocable Proxy which are attached hereto as Exhibit "A" (or causing the "Proxy Agreement") and Exhibit "B" (the "Irrevocable Proxy") and will deliver the signed Proxy Agreement and Irrevocable Proxy to the Great Falls, Montana, office of ▇▇▇▇▇▇ & Whitney, to be revoked) any proxies held in escrow by that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf law firm until receipt of necessary approvals under the applicable insurance laws of the ShareholderStates of Kansas and North Dakota. Once approved by the Insurance Commissioners of those states, the Irrevocable Proxy and Proxy Agreement will be delivered to an institutional Proxy Holder (the "Proxy Holder") for execution and delivery and shall thereafter be effective. With respect to the Proxy Agreement and the Irrevocable Proxy, the parties specifically agree that: a. All shares (the "Shares") of capital stock of the Company, including common stock, owned beneficially or of record by the Executive, including any shares or other voting securities that may be acquired by the Executive in the namefuture, place and stead of the Shareholder, to: (a) attend any and all Company Shareholder Meetings; (b) vote, express consent or dissent or issue instructions shall be subject to the record holder to vote Proxy Agreement and the Shares in accordance with Irrevocable Proxy as set forth therein, and the provisions of Section 4(b) at Executive shall not have any such meeting; and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents voting rights with respect to the Shares. The foregoing proxy shall be deemed Shares prior 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 Shareholder) until the end of the Agreement Period and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of the Irrevocable Proxy. b. During the term of this Agreement pursuant Separation Agreement, the Executive may not sell, gift, pledge, encumber or otherwise transfer the Shares to Section 13(d). The Shareholder authorizes such attorney and proxy a spouse, child or 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 person who is an affiliate of the CompanyExecutive or in circumstances where the Executive retains any beneficial ownership of the Shares transferred. The Shareholder hereby affirms However, if concurrently with such transfer, the transferee agrees in writing that the irrevocable proxy set forth Shares being transferred remain subject to this Separation Agreement, the Proxy Agreement and the Irrevocable Proxy, then the Executive may make such transfer. Nothing in this Section 5 is given in connection with and granted in consideration of and as an inducement to Parent entering into Separation Agreement, the Merger Proxy Agreement and that such irrevocable proxy is given to secure or the obligations of the Shareholder under Section 4 hereof. The irrevocable proxy set forth in this Section 5 is executed and intended to be irrevocable, subjectIrrevocable Proxy, however, to automatic termination upon the termination of this Agreement pursuant to Section 13(d). Notwithstanding the foregoing, the Parent shall not have limit 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 voidExecutive to sell, if Parent gift, pledge, encumber or Merger Sub shall have amended otherwise transfer all or modified the Offer or if Company shall have consented to a change described in Section 1.1(a)(i) part 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.Shares to

Irrevocable Proxy. The ShareholderEach Grantor hereby revokes all previous proxies with regard to its Pledged Securities, revoking (or causing its Pledged Partnership Interests and its Pledged Limited Liability Company Interests and appoints Lender as its respective proxyholder to be revoked) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of the Shareholder, for and in the name, place and stead of the Shareholder, to: (a) attend and vote at any and all Company Shareholder Meetings; (b) vote, express consent or dissent or issue instructions to the 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 record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity meetings of the Shareholder) until the end shareholders of the Agreement Period corporation(s) which issued the Pledged Securities, and shall not be terminated by operation any adjournments thereof, held on or after the date of Law or upon the occurrence giving of any other event other than this proxy and prior to the termination of this Agreement pursuant proxy and to Section 13(dexecute any and all written consents of shareholders of such corporation(s) 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 its shares or had personally signed the written consents, waivers or ratification, and (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 Lender), 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 or Pledged Partnership 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 their respective Limited Liability Company Interests or Partnership Interests or had personally signed the consents, waivers or ratifications; provided, however, that Lender as proxyholder shall have rights hereunder only upon the occurrence and during the continuance of an Event of Default. The Shareholder Each Grantor hereby authorizes such attorney and proxy Lender to substitute any other another Person (which Person shall be a successor to act the rights of Lender hereunder, a nominee appointed by Lender to revoke serve as proxyholder, or otherwise as approved by such Grantor in writing, such approval not to be unreasonably withheld) as the proxyholder and, upon the occurrence or during the continuance of any substitution Event of Default, hereby authorizes and directs the proxyholder to file this proxy and any the substitution or revocation instrument with the Secretary secretary of the Companyappropriate corporation. The Shareholder hereby affirms that the irrevocable proxy set forth in 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 This proxy is given coupled with an interest and is irrevocable until such time as no part of any commitment to secure the obligations of the Shareholder under Section 4 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 make Loans pursuant to Section 13(d). Notwithstanding the foregoing, the Parent shall not Loan Agreement remains outstanding and all Obligations have the right to exercise the proxy contained been indefeasibly paid 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 consentfull.

Irrevocable Proxy. The ShareholderStockholder hereby appoints, revoking (or causing to be revoked) from the date hereof until the Expiration Time, Parent and any designee of Parent, and each of them individually, his proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorneyand attorneys-in-fact fact, with full power of substitution and proxy for and on behalf of the Shareholderresubstitution, for and in 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 record holder to vote the Stockholder’s Shares at the Company Stockholders Meeting or at any other meeting of the holders of Company Common Stock called to consider any of the Required Vote Matters in accordance with the provisions of Section 4(b) at any such meeting; with, and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents solely with respect to the Sharesmatters set forth in, Section 1(a); provided, that this proxy and power of attorney granted by the Stockholder shall be effective if, and only if, the Stockholder has failed to comply with his obligations under, or has attempted or purported to vote (or provide consent with respect to) any Shares in a manner inconsistent with, his obligations under Section 1(a) of this Agreement, as applicable. This proxy and power of attorney is given by the Stockholder in connection with, and in consideration of, the execution of the Merger Agreement by P▇▇▇▇▇ and to secure the performance of the duties of the Stockholder under this Agreement. The foregoing Stockholder 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 the Stockholder shall be irrevocable, shall be deemed to be a proxy coupled with an interest, interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by the Stockholder with respect to any of the Shares. The power of attorney granted by the Stockholder herein is irrevocable (a durable power of attorney and as such shall survive the dissolution, bankruptcy, liquidation, death or incapacity of a Stockholder, and actions taken by Parent hereunder shall be as valid as if such dissolution, bankruptcy, liquidation, death or incapacity had not be affected by the deathoccurred, regardless of whether or not Parent has received notice of such dissolution, bankruptcy, liquidation, death or incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period 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 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 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 4 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 proxy and power of attorney granted hereunder shall not have automatically terminate and be revoked at the right Expiration Time pursuant 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 consent3.

Irrevocable Proxy. The Shareholder, revoking (or causing to be revoked) any proxies that he has heretofore granted, Shareholder hereby irrevocably appoints Parent Merger Sub as attorney-in-fact its attorney and proxy for and on behalf proxy, with full power of the Shareholdersubstitution, for and in the name, place and stead of the Shareholder, to: (a) attend any and all Company Shareholder Meetings; (b) to vote, express and otherwise act (by written consent or dissent or issue instructions to the record holder to vote the Shares in accordance with the provisions of Section 4(botherwise) at any such meeting; and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed all Subject Shares that Shareholder is entitled 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 vote at any meeting of shareholders of the ShareholderCompany (whether annual, special or other meeting and whether or not an adjourned or postponed meeting) until the end of the Agreement Period and shall not be terminated by operation of Law or upon the occurrence consent in lieu 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 hereundermeeting or otherwise, 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 vote such Subject Shares as set forth in this Section 5 is given 1.02 hereof; provided that in connection with and granted in consideration of and as an inducement to Parent entering into the Merger Agreement and that any such irrevocable proxy is given to secure the obligations of the Shareholder under Section 4 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 vote or other action pursuant to Section 13(d). Notwithstanding the foregoingsuch proxy, the Parent Merger Sub shall not have the right (and such proxy shall not confer the right) to exercise vote to reduce the proxy contained in this Section 5 and Per Share Amount or to otherwise modify or amend the Parent’s appointment as attorney-in-fact and proxy for and on behalf Merger Agreement to reduce the rights or benefits of the Shareholder shall be rendered void, if Company or any shareholders of the Company (including Shareholder) under the Merger Agreement or to reduce the obligations of Parent or Merger Sub thereunder; and provided further that this proxy shall have amended or modified irrevocably cease to be in effect upon the Offer or if Company shall have consented to a change described in Section 1.1(a)(i) termination of the Merger Agreement in a manner adverse accordance with its terms. SUBJECT TO THE FOREGOING, THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Shareholder hereby revokes, effective upon the execution and delivery of this Agreement by the parties hereto, all other proxies and powers of attorney with respect to the Subject Shares that it may have heretofore appointed or granted, and no subsequent proxy or power of attorney (except in furtherance of its obligations under Section 1.02 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by it with respect thereto so long as this Agreement remains in effect. Shareholder (other than shall forward to Parent and Merger Sub any extension of the Offer proxy cards that Shareholder receives with respect to the extent permitted in the Merger Agreement) without obtaining the Shareholder’s prior written consent.

Irrevocable Proxy. The Shareholder, revoking (or causing to be revoked) any proxies that he has heretofore granted, Each Stockholder hereby irrevocably appoints Parent Parent, and each of its officers, as attorney-in-fact such Stockholder's attorney and proxy for and on behalf of the Shareholder, for and in 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 pursuant to the record holder to vote the Shares in accordance with the provisions of Section 4(b212(c) at any such meeting; of Delaware Law, with full power of substitution, to vote and otherwise act (cby written consent or otherwise) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to such Stockholder's Shares at any meeting of stockholders of the SharesCompany (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, on the matters and in the manner specified in Section 1.01 (the "Irrevocable Proxy"). The foregoing THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM A STOCKHOLDER MAY TRANSFER ANY OF HIS SHARES IN BREACH OF THIS AGREEMENT. Each Stockholder hereby revokes all other proxies and powers of attorney with respect to such Stockholder's Shares that may have heretofore been appointed or granted, other than, in the case of Mr. August von Finck, Mr. August-Francois von Finck, Mr. Luitpold-Ferdinand von F▇▇▇▇ ▇▇▇ Ms. Maria-The▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇he power of att▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇xhibi▇ ▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇-D filed in respect of the Company with the SEC on December 8, 1998 (the "13-D Power of Attorney"), and no subsequent proxy or power of attorney shall be deemed to be a proxy coupled with an interest, is irrevocable given or written consent executed (and as such shall survive and not be affected by the deathif given or executed, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period and shall not be terminated effective) by operation of Law any Stockholder with respect thereto. All authority herein conferred or upon agreed to be conferred shall survive the occurrence death or incapacity of any other event other than Stockholder and the termination of the Irrevocable Proxy and any obligation of the Stockholder under 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 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 4 hereof. The irrevocable proxy set forth in this Section 5 is executed and intended to shall be irrevocable, subject, however, to automatic termination binding upon the termination heirs, personal representatives, successors and assigns 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 consentsuch Stockholder.

Irrevocable Proxy. The Shareholder, revoking (or causing to be revoked) any proxies that he has heretofore granted, Each Stockholder hereby irrevocably constitutes and appoints Parent each of ▇▇▇▇▇ ▇▇▇▇, Ezra Field and Parent, during the period commencing on the date hereof and continuing until the earlier of (x) the Effective Time or (y) the termination of the Merger Agreement in accordance with its terms, as attorney-in-fact his, her or its attorney and proxy for and on behalf pursuant to the provisions of Section 212(c) of the ShareholderDelaware General Corporation Law ("DGCL"), for with full power of substitution, to vote and in otherwise act with respect to the name, place and stead Shares which such Stockholder is entitled to vote at any meeting of stockholders of the ShareholderCompany (whether annual or special and whether or not an adjourned or postponed meeting) on, to: (a) attend and only on, the matters described in Section 1.1 and to execute and deliver any and all Company Shareholder Meetings; consents, instruments or other agreements or documents in order to take any and all such actions required to be taken by Stockholder as set forth in this Agreement. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE, AND COUPLED WITH AN INTEREST. Each Stockholder hereby revokes all other proxies and powers of attorney with respect to such Stockholder's Shares that it may have heretofore appointed or granted, and no subsequent proxy or power of attorney shall be given or written consent executed (band if given or executed, shall not be effective) voteby such Stockholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of a Stockholder and any obligation of such Stockholder under this Agreement shall be binding upon the heirs, express consent personal representatives, successors and assigns of such Stockholder, and shall not terminate until the earlier of the Effective Time or dissent the termination of the Merger Agreement in accordance with its terms. Each Stockholder hereby authorizes all that each such proxy may lawfully do or issue instructions cause to the record holder be done by virtue hereof. Such irrevocable proxy is executed and intended to vote the Shares be irrevocable in accordance with the provisions of Section 4(b212(e) at of the Delaware General Corporation Law. Each Stockholder represents, severally as to itself and not jointly, that any proxies heretofore given in respect of such meeting; Stockholder's Shares or any other voting securities of the Company are not irrevocable and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, hereby revokes any and all written consents previous proxies with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness Shares or insanity of the Shareholder) until the end of the Agreement Period 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 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 voting securities of the Company. The Shareholder hereby affirms Stockholders acknowledge and agree that any proxy holder may vote the irrevocable proxy set forth in this Section 5 is given in connection with and granted in consideration of and as an inducement Shares at the Special Meeting. Notwithstanding anything herein to Parent entering into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Shareholder under Section 4 hereof. The irrevocable proxy set forth in this Section 5 is executed and intended to be irrevocablecontrary, subject, however, to automatic termination upon the termination of this Agreement pursuant to Section 13(d). Notwithstanding the foregoing, the Parent shall not have apply or in any way bind or restrict The Sid and ▇▇▇▇▇ ▇▇▇▇▇ Foundation or the right to exercise the proxy contained Foundation Shares (as defined 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 consentExhibit A).

Irrevocable Proxy. The ShareholderAs a condition precedent to the Company's ----------------- obligation to issue any of the Shares upon the Optionee's exercise of this Option, revoking (in whole or causing in part, and as part of the consideration for such Shares, Optionee shall grant to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as of the initial exercise date of this Option, an irrevocable proxy to vote all Shares for so long as he is alive and owns 25% or more of the issued and outstanding shares of Common Stock, such proxy to be revoked) any proxies that he has heretofore granted, hereby irrevocably appoints Parent in a form reasonably acceptable to the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇. Such proxy shall appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as attorney-in-fact and the proxy for and on behalf in respect of the Shareholder, for and in the name, place and stead of the Shareholder, to: (a) attend any and all Company Shareholder Meetings; of the Shares held by Optionee or any transferee of such Shares and shall grant to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ the right to vote and act for such Optionee or transferee at all meetings and on all actions (b) vote, express by written consent or dissent otherwise) of the Company's stockholders in the same manner and to same extent as if such Optionee or issue instructions to the record holder to vote the Shares transferee voted or acted in accordance with the provisions respect of Section 4(b) at any such meeting; Shares. Such proxy shall be exercised by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in his sole and (c) grant or withholdabsolute discretion, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be considered a fiduciary of, or issue instructions to the record holder to grant be in a confidential or withhold, consistent special relationship with the provisions Optionee or any transferee of Section 4, all written consents with respect to the Shares. The foregoing Notwithstanding any other provision to the contrary, any such proxy granted pursuant to this Section 6(vi) shall terminate on the consummation of the initial sale of Common Stock by the Company to the general public in a bona fide firm commitment underwritten public offering pursuant to a registration statement filed with, and declared or ordered effective by, the Securities Exchange Commission under the Securities Act (the "INITIAL PUBLIC OFFERING"). EACH PROXY TO BE GRANTED HEREUNDER, SHALL BE COUPLED WITH AN INTEREST, AND THUS, SHALL BE IRREVOCABLE PRIOR TO THE CONSUMMATION OF THE INITIAL PUBLIC OFFERING FOR SO LONG AS ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ IS ALIVE AND OWNS MORE THAN 25% OF THE COMMON STOCK, UNLESS AND ONLY TO THE EXTENT THAT ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ IN HIS SOLE AND ABSOLUTE DISCRETION, DETERMINES TO SOONER TERMINATE SUCH PROXY AS TO ALL OR ANY PORTION OF THE SHARES COVERED THEREBY. Any refusal or failure by the Optionee to grant such proxy or any attempted revocation of such proxy shall, without further act or deed by the Optionee or any transferee of such Shares, constitute a forfeiture of this Option and any Shares acquired pursuant to this Option and shall be deemed transferred 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 Shareholder) until the end of the Agreement Period Company 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 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 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 4 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 consentthereafter constitute treasury shares.

Irrevocable Proxy. The Shareholder, revoking (a) At least ten Business Days prior to any meeting of stockholders (or causing three Business Days following receipt of proxy solicitation materials from the Company, if later), each Stockholder agrees to deliver a duly executed irrevocable proxy to the Company (and a copy of such proxy to each other Stockholder by such day) specifying how such Stockholder intends to vote as to each matter scheduled to be revoked) any brought before the meeting. Such proxy shall appoint the Chief Executive Officer of the Company and Secretary of the Company as such Stockholder's true and lawful proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorneyand attorneys-in-fact and proxy for and on behalf of the Shareholder, for and in 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 as to the record holder matters to vote be voted at the Shares meeting, shall state that it is irrevocable and shall be voted in accordance with the provisions of Section 4(b) at any such meeting; this Agreement. Such proxy shall also state that it is not effective until the date of the applicable meeting of stockholders and (c) grant or withholdthat its effectiveness is contingent upon the Company not having received, or issue instructions prior to the record holder to grant or withholdthird Business Day before the meeting, consistent a notification from any other Stockholder asserting such other Stockholder's good faith belief that such proxy does not comply with the provisions of this Agreement. (b) In connection with any proposed action by written consent of the stockholders, each Stockholder agrees that it shall execute and deliver its written consent to the Company (with simultaneous delivery of a copy thereof to each other Stockholder). Such consent shall state that it is not effective until a specified date (which date shall be at least ten Business Days following delivery to the Company), and that its effectiveness is contingent 25 21 upon the Company not having received prior to the third Business Day before such specified date a notification from any other Stockholder asserting such other Stockholder's good faith belief that such consent does not comply with the provisions of this Agreement. Any written consent delivered by any Stockholder shall be made in accordance with the terms of this Agreement. (c) If any Stockholder shall fail to deliver a proxy to the Company and the other Stockholders by the date described in Section 42.5(a) or a consent to the Company and the other Stockholders by the date described in Section 2.5(b) or if such proxy (or consent) shall not comply with the provisions of this Agreement, all written consents or shall be voted in a manner that is contrary to this Agreement, the irrevocable proxies set forth in Section 2.5(d) below shall thereupon be irrevocably activated with respect to the Shares. The foregoing proxy shall be deemed matters to be a proxy coupled brought before the meeting or which are subject to the consent, as the case may be. (d) In order to secure each Stockholder's obligation to vote (or to act or not act by written consent with an interest, is irrevocable (and as such shall survive and not be affected respect to) all Voting Shares beneficially owned by it in accordance with the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination provisions of this Agreement pursuant to Section 13(d). The Shareholder authorizes such attorney Article II and proxy to substitute any Sections 3.2 and 8.11, each Stockholder hereby appoints each other Person to act hereunder, to revoke any substitution Stockholder as its true and to file this lawful proxy and any substitution or revocation with the Secretary of the Company. The Shareholder hereby affirms that the irrevocable proxy set forth in 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 4 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 fact, with full power of substitution, to vote (or to act or not act by written consent with respect to) all of the Shareholder shall be rendered void, if Parent or Merger Sub shall have amended or modified Voting Shares beneficially owned by it in accordance with the Offer or if Company shall have consented terms of this Agreement and to a change described in Section 1.1(a)(i) take all such other actions as are necessary to enforce the rights of the Merger Agreement in a manner adverse to the Shareholder (such other than any extension of the Offer to the extent permitted Stockholders under this Article II and Sections 3.2 and 8.11 in the Merger Agreement) without obtaining event the Shareholder’s prior written consentStockholder fails to comply with any provision of this Agreement granting such other Stockholder rights under this Article II and Sections 3.2 and 8.

Irrevocable Proxy. The Shareholder, revoking (or causing to be revoked) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of the Shareholder, for and in 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 Each Founding Stockholder hereby grants to the record holder Managing Purchasers and their assignees an irrevocable proxy coupled with an interest (the "Proxy") attached hereto as Exhibit B to vote the Founders Shares at each and all meetings of the stockholders of the Company, to execute and otherwise to exercise any consensual rights with respect to such Founders Shares to the same extent and with the same effect as each of the Founding Stockholders could do under any applicable agreement or instrument or any applicable laws or regulations governing the rights and powers of stockholders of the Company (collectively, the "Proxy Rights"); provided, that the exercise of any Proxy Rights requires the consent of the majority of the Managing Purchasers unless, in accordance with the sole judgment of the Majority in Interest that in order to protect its investment, the Majority in Interest requires the sole right to exercise the Proxy Rights in which case the Majority in Interest shall upon 10 days written notice to each 9 other Managing Purchaser have the sole right to exercise the Proxy Rights until the Majority in Interest, in its sole discretion, shall deem otherwise. Anything contained in the preceding sentence to the contrary notwithstanding, the Proxy shall automatically terminate without further action upon the earliest to occur of (i) the valid and enforceable Transfer of all Stock owned by such Stockholder, (ii) the valid and enforceable Transfer of any Stock owned by such Stockholder in a Privately Negotiated Sale pursuant to the provisions of Section 4(b2(d) at any of this Agreement (a "Permitted Privately Negotiated Sale"); provided, that, contemporaneously with such meeting; and (c) Permitted Privately Negotiated Sale, such Stockholder shall grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with Managing Purchasers and their assignees the provisions of Section 4, all written consents Proxy attached hereto as Exhibit B with respect to the Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Agreement Period and shall not be terminated by operation of Law or upon the occurrence Proxy Rights of any other event other than and all Founders Shares not Transferred by such Stockholder in such Permitted Privately Negotiated Sale, (ii) a Qualified Public Offering or (iii) three years from 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 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 4 date 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 Managing Purchasers shall not have the right to exercise assign the proxy contained Proxy to any of their Affiliates. (b) If the Proxy granted pursuant to Section 8(a) is not valid or is otherwise ineffective for any reason, then each Founding Stockholder shall vote all of his respective Founders Shares in this Section 5 the same manner as the Majority in Interest votes any shares of Stock owned by the Majority in Interest at any and the Parent’s appointment as attorney-in-fact and proxy for and on behalf all meetings 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) stockholders of the Merger Agreement Company, by written consent in a manner adverse lieu thereof and otherwise in connection with any exercise of any consensual rights with respect 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 consentsuch Founders Shares.

Irrevocable Proxy. The Shareholder, revoking (or causing to be revoked) any proxies that he has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of the Shareholder, for and in 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 Subject to the record holder provisions of Section 7.2(b), as security for ESL’s obligations under Section 2.1 of this Agreement, ESL hereby irrevocably constitutes and appoints the Company (acting through the CEO, CFO, General Counsel or such other persons so designated by the Board of Directors of the Company (the “Board”) from time to vote the Shares time) as its attorney and proxy in accordance with the provisions Nevada Revised Statutes, with full power of Section 4(b) substitution and re-substitution, to cause the Additional Shares to be counted as present at any such meeting; Stockholders’ Meeting, to vote the Additional Shares at any Stockholders’ Meeting, and (cto execute any Stockholders’ Consent in respect of the Additional Shares as and to the extent provided in Section 2.1(b) grant or withhold, or issue of this Agreement. The powers granted in this Section 2.2 shall also entitle the Company to give instructions to any nominee through whom ESL may hold Shares. ESL shall from time to time provide the record holder Company with any nominee information that the Company may require to grant or withhold, consistent with the provisions exercise its rights hereunder. ESL hereby revokes all other proxies and powers of Section 4, all written consents attorney with respect to the Subject Shares that it may have previously appointed or granted and represents that any proxies previously given in respect of the Subject Shares. The foregoing proxy shall be deemed , if any, are revocable. (b) Upon the failure of ESL to be a proxy coupled comply with an interestits obligations under Section 2.1(a) of this Agreement, is irrevocable ESL hereby irrevocably constitutes and appoints the Company (and as acting through the CEO, CFO, General Counsel or such shall survive and not be affected other persons so designated by the death, incapacity, mental illness or insanity of the ShareholderBoard from time to time) until the end of the Agreement Period 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 13(d). The Shareholder authorizes such as its attorney and proxy to substitute any other Person to act hereunderin accordance with the Nevada Revised Statutes, with full power of substitution and re-substitution, to revoke cause the Subject Shares (excluding the Additional Shares) to be counted as present at any substitution Stockholders’ Meeting as and to file the extent provided in Section 2.1(a) of this proxy and any substitution or revocation with Agreement, but such shares (i.e., the Secretary of Subject Shares excluding the Additional Shares) may not otherwise be voted by the Company. The Shareholder . (c) ESL hereby affirms that the irrevocable proxy set forth in this Section 5 2.2 is given to induce the Company to perform the obligations set forth in connection with and granted in consideration Article III of and as an inducement to Parent entering into the Merger this Agreement and to secure the performance of the duties of ESL under this Agreement. ESL hereby further affirms that such the irrevocable proxy is given to secure the obligations of the Shareholder under Section 4 hereof. The irrevocable proxy coupled with an interest and, except as set forth in this Section 5 2.2 or in Section 8.1 of this Agreement, is executed and intended to be irrevocable in accordance with the provisions of Section 78.355 of the Nevada Revised Statutes. If for any reason the proxy granted herein is not irrevocable, subject, however, then ESL agrees to automatic termination upon vote the termination Additional Shares in accordance with Section 2.1(b) of this Agreement. The Parties agree that the foregoing is a voting agreement created under Section 78.365 of the Nevada Revised Statutes. (d) This irrevocable proxy shall be effective for each Stockholders’ Meeting or Stockholders’ Consent so designated by the Company (unless and to the extent that ESL has complied with its obligations under Section 2.1 of this Agreement pursuant to or the provisions of Section 13(d2.1(b) are suspended, in either case, for such meeting or action taken by written consent) and shall automatically terminate on the Termination Date (as defined in Section 8.1 below). Notwithstanding Prior to the foregoingTermination Date, the Parent this irrevocable proxy shall not have be terminated by any act of ESL or by operation of law, whether by the right dissolution or entrance into bankruptcy or foreclosure of ESL or by the occurrence of any other event or events, it being understood that actions taken by the Company hereunder prior to exercise the proxy contained in this Section 5 Termination Date shall be and remain valid as if such dissolution, entry into bankruptcy or foreclosure or other event or events had not occurred, regardless of whether or not the Parent’s appointment as attorney-in-fact and proxy for and on behalf Company has received notice 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 consentsame.