Common use of Irrevocable Proxy Clause in Contracts

Irrevocable Proxy. In the event that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney and proxy of such Stockholder pursuant to the provisions of section 212 of the DGCL, with full power of substitution, to 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 meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the 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 consent 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. In Each Shareholder hereby revokes (or agrees to cause to be revoked) any proxies that such Shareholder has heretofore granted with respect to such Shareholder’s Subject Shares. Each Shareholder hereby irrevocably appoints 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 such Shareholder, for and in the event that name, place and stead of such Shareholder, to: (a) attend any Stockholder shall breach and all Company Shareholders Meetings, (b) vote, express consent or dissent or issue instructions to the record holder to vote such Shareholder’s Subject Shares in accordance with the provisions of Section 1.1 at any 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 1.1, all written consents with respect to the Subject Shares at any and all Company Shareholders Meetings or in connection with any action sought to be taken by written consent without a meeting. Parent (or its ----------------- covenant set forth designee) agrees not to exercise the proxy granted herein for any purpose other than the purposes described in Section 7.1, such Stockholder (without any further action on such Stockholder's part) this Agreement. The foregoing proxy shall be deemed to have hereby irrevocably appointed Purchaser be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the attorney and proxy death, incapacity, mental illness or insanity of such Stockholder pursuant to Shareholder, as applicable) until the provisions of section 212 of the DGCL, with full power of substitution, to 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 meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the 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 termination 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 consent executed (and if given or executed, shall not be effective) terminated by Stockholder with respect thereto so long as operation of Law or upon the occurrence of any other event other than the termination of this Agreement remains in effectpursuant to Section 4.2. Each Stockholder shall forward Shareholder authorizes such attorney and proxy to Purchaser substitute any other Person to act hereunder, to revoke any substitution and to file this proxy cards and any substitution or revocation with the secretary of the Company. Each Shareholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement and that such Stockholder receives with respect proxy is given to secure the Offer or obligations of the Merger AgreementShareholder under Section 1.1.

Irrevocable Proxy. In the event Each Stockholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1such prior proxy is revocable). By entering into this Agreement, such Stockholder (without any further action on hereby grants a proxy appointing Parent as such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney ’s attorney-in-fact and proxy of such Stockholder pursuant to the provisions of section 212 of the DGCLproxy, with full power of substitution, for and in such Stockholder’s name, to vote, and express dissent, or otherwise act (to utilize such voting power in the manner contemplated by written consent Section 1.01 as Parent or otherwise) its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to all shares of Common Stock, including the Subject Shares, that 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 consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; 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 any a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such vote or other action 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 proxy granted by such Stockholder pursuant to such proxy, Purchaser -------- shall not have the right (this Article 1 is irrevocable and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined is granted in the Merger Agreement) or to otherwise modify or amend consideration of Parent entering into the Merger Agreement to reduce and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon 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 any share of Common Stock being purchased thereunder in violation of the 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 INTERESTExpiration Date. Each Stockholder hereby revokes, effective upon ratifies and confirms all actions that the execution proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and delivery unconditional during the 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 Merger intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement by the parties thereto, all other proxies and powers of attorney with respect to the any Subject Shares that Stockholder may have heretofore appointed or granted, and no subsequent is inconsistent with the proxy or power of attorney (except in furtherance of Stockholder's obligations under 7.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) granted pursuant to this Section ‎1.02. Any attempt 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 to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the Offer or voting power of) its Subject Shares in a manner inconsistent with the Merger Agreementproxy granted pursuant to this Section 1.02 shall be null and void ab initio.

Irrevocable Proxy. In Solely with respect to the event that any Stockholder shall breach its ----------------- covenant set forth matters described in Section 7.11.1, if the Stockholder has not taken a Qualifying Action (as defined below) on or prior to the fifth (5th) Business Day prior to the Stockholders Meeting, the Stockholder hereby irrevocably appoints (and if such Stockholder holds any Voting Shares through a nominee, such Stockholder shall timely cause and direct such nominee holder to irrevocably appoint) Parent as its proxy (without any further action on such Stockholder's part) which proxy is and shall be deemed to have hereby irrevocably appointed Purchaser as the attorney and proxy of such Stockholder pursuant irrevocable to the provisions extent provided in Section 212 of section the Delaware General Corporation Law (the “DGCL”) and which appointment is coupled with an interest for purposes of Section 212 of the DGCL, with full power ) to vote all Voting Shares owned by such Stockholder beneficially and/or of substitution, to voterecord solely on the matters described in Section 1.1, and otherwise act 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 contained herein. “Qualifying Action” means either (a) the delivery by written consent or otherwiseon behalf of the Stockholder 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 all shares of Common Stockthe Stockholders Meeting, including provided the Shares, that 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 consent votes authorized in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of amendment thereof are consistent with the terms of this Agreement. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Agreement and such proxy or amendment thereof is otherwise consistent with this Agreement or (b) the delivery by each Stockholder hereby revokesto Parent of a written certificate by one of its duly authorized individuals certifying that such Stockholder (or its nominee holder) shall attend the Stockholders Meeting in person and vote (or cause the voting of) its Voting Shares in accordance with Section 1.1 hereof, effective upon provided, that in the execution event that a Qualifying Action is subsequently rescinded, revoked or modified in any manner inconsistent with the requirements of Section 1.1, such action shall no longer be a Qualifying Action, and delivery of Parent shall have the Merger Agreement by the parties thereto, all other proxies and powers of attorney proxy described in this Section 1.2 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 such Stockholder's obligations under 7.1 hereof) shall be given or written consent 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’s Voting Shares.

Irrevocable Proxy. In the event that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have Each Shareholder hereby irrevocably appointed Purchaser grants to and appoints Parent, and each of its officers, as the attorney such Shareholder's proxy and proxy of such Stockholder attorney-in-fact pursuant to and in accordance with the requisite provisions of section 212 of the DGCLOhio Law, with full power of substitution, to 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 substitution to vote all of such Shareholder's Owned Shares at any meeting of stockholders of the Company 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 or otherwiseShareholder and delivering the same to the Company in the manner required by the requisite provisions of the Ohio Law, to vote such shares as set forth on the matters and in the manner specified in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have 1.01 (the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms of this Agreement"Irrevocable Proxy"). THIS PROXY AND POWER OF ATTORNEY IS ARE IRREVOCABLE AND ARE COUPLED WITH AN INTERESTINTEREST 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 Stockholder Shareholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, revokes all other proxies and powers of attorney with respect to the Owned Shares that Stockholder may have heretofore been 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 consent executed (and if given or executed, shall not be effective) by Stockholder any Shareholder with respect thereto so long as thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of any Shareholder, and the termination of the Irrevocable Proxy and any obligation of each Shareholder under this Agreement remains in effectshall be binding upon the heirs, personal representatives, successors and assigns of such Shareholder. Each Stockholder shall forward to Purchaser Shareholder represents that any proxy cards proxies heretofore given in respect of the Owned Shares are not irrevocable, and that any such Stockholder receives proxies are hereby revoked. 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 set forth in this Section 1.02 is given in connection with respect to the Offer or execution of the Merger Agreement, and that such Irrevocable Proxy is given to secure the performance of the duties of such Shareholder under this Agreement and in connection with the Merger Agreement. Each Shareholder hereby ratifies and confirms all that the Irrevocable Proxy may lawfully do or cause to be done by virtue hereof.

Irrevocable Proxy. In By execution of this Agreement, each Stockholder does hereby appoint the event that 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 shall breach fails to vote his, her or its ----------------- covenant 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 7.11 hereof. Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes (or agrees to cause to be revoked) any proxy previously granted by such Stockholder (without any further action with respect to the Covered Shares and represents that none of such previously-granted proxies are irrevocable, other than as contemplated by the Shareholder Agreements. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with, and granted in consideration of, and as an inducement to the Company, Parent and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. The irrevocable proxy and power of 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 part) ’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 irrevocable proxy and power of attorney shall be deemed to have hereby irrevocably appointed Purchaser as automatically terminate upon the attorney Expiration Date. For the avoidance of doubt, this Agreement does not, and is not an agreement to, revoke or otherwise terminate any proxy of such granted by the Stockholder pursuant to the provisions of section 212 of the DGCL, with full power of substitution, to 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 meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the 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 consent 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 Voting Agreement.

Irrevocable Proxy. In the event that any Each Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as appoints the attorney and proxy Proxy Holders, or any of such Stockholder pursuant to the provisions of section 212 of the DGCLthem, with full power of substitutionsubstitution and resubstitution and power to act alone, as such Stockholder’s proxy and attorney-in-fact, to votevote all of the Owned Shares of such Stockholder and any additional shares of Company Common Stock acquired by such Stockholder or its respective controlled Affiliates after the date hereof and prior to the Termination Date (collectively, and otherwise act together with such Stockholder’s Owned Shares, such Stockholder’s “Covered Shares”) at the Company Stockholder Meeting and at every other meeting of Company Stockholders, including any postponement, recess or adjournment thereof, or in any other circumstance, however called, and to execute consents with respect all of such Stockholder’s Covered Shares as follows: (by written consent or otherwisea) 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 all shares “golden parachute compensation,” (iv) the approval of Common Stockany proposal to adjourn or postpone any Company Stockholder Meeting to a later date if the Company proposes or requests such postponement or adjournment, including and (v) the Shares, that such Stockholder is entitled approval of any other proposal to vote be voted upon or consented to by the Company Stockholders at any Company Stockholder Meeting or other meeting of stockholders or in respect of any proposed action by written consent, the approval of which is necessary for the consummation of the Merger and the other transactions contemplated by the Merger Agreement, but only to the extent that such Covered Shares are entitled to be voted on or consent to such proposal, and (b) against (i) any proposal, action, or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company (whether annual contained in the Merger Agreement or special and whether or not an adjourned or postponed meeting) or consent that would reasonably be expected to result in lieu of any such meeting or otherwise, to vote such shares as condition set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration Agreement not being satisfied or not being fulfilled prior to the Termination Date, (ii) any proposal to amend the Charter or Bylaws of the Company, other than the Charter Amendment, (iii) any Acquisition Proposal, (iv) any reorganization, dissolution, liquidation, winding up or similar extraordinary transaction involving the Company (except as defined in contemplated by the Merger Agreement) and (v) any other proposal, action or agreement that would reasonably be expected to prevent or materially impede or materially delay the approval of the Charter Amendment or the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement, (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 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub direct how such Covered Shares shall be voted) in violation of the terms of this Agreement. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTERESTsuch Stockholder’s sole discretion on matters other than Supported Matters. Each Stockholder hereby revokes, effective upon affirms that the irrevocable proxy set forth in this Section 1 is given in connection with the Company’s 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 grantedAgreement, and further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable in accordance with the provisions of Section 78.355 of the NRS, and may under no subsequent circumstances be revoked. The irrevocable proxy or granted by each Stockholder herein is a durable power of attorney (except in furtherance and shall survive the dissolution, bankruptcy or incapacity of such Stockholder's obligations under 7.1 hereof) . Notwithstanding the foregoing, the proxy and appointment granted hereby shall be given automatically revoked, without any action by any Stockholder, upon any termination of this Proxy and Agreement pursuant to Section 2. No Stockholder shall take any action that would reasonably be expected to prevent or materially impair or materially delay the consummation of the transactions contemplated by this Proxy and Agreement, and from and after the date hereof until the Termination Date, no Stockholder shall, without the prior written consent of the Company and the Acquiror, take any action that would reasonably be expected to result in the conversion of any Covered Shares of such Stockholder that, as of the date hereof are shares of Company Class B Common Stock, into shares of Company Class A Common Stock. Each of the Proxy Holders agrees that he or she shall vote or consent in respect of, or cause to be voted or consents to be in executed (in respect of, all of the Covered Shares of each of the Stockholders at the Company Stockholder Meeting and if given at every other meeting of Company Stockholders, including any postponement, recess or executedadjournment thereof, shall not be effective) by Stockholder or in any other circumstance, however called, and to execute consents with respect thereto so long as all of such Stockholder’s Covered Shares, in favor of the Supported Matters set forth in clause (a) of the first paragraph of this Agreement remains Section 1 and against the Supported Matters set forth in effectclause (b) of the first paragraph of this Section 1. Each Stockholder The Company shall forward to Purchaser any proxy cards ensure that such Stockholder receives the Proxy Holders comply with respect to the Offer or foregoing sentence. Without limiting the Merger Agreementobligations 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. In Each Grantor hereby revokes all previous proxies with regard to its Pledged Securities, its Pledged Partnership Interests and its Pledged Limited Liability Company Interests and, appoints the event that any Stockholder shall breach Agent as its ----------------- covenant set forth in Section 7.1, such Stockholder respective proxyholder to (without any further action on such Stockholder's parta) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney attend and proxy of such Stockholder pursuant to the provisions of section 212 of the DGCL, with full power of substitution, to 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 meeting of stockholders and all meetings of the Company shareholders of the corporation(s) which issued the Pledged Securities, and any adjournments thereof, held on or after the date of the giving of this proxy and prior to the termination of this proxy and to execute any and all written consents of shareholders of such corporation(s) executed on or after the date of the 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 (whether annual b) to attend and vote at any and all meetings of the members of the Pledged Entities or special and 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 adjourned Event of Default. Each Grantor hereby authorizes the Agent to substitute another Person (which Person shall be a successor to the rights of the Agent hereunder, a nominee appointed by the Agent to serve as proxyholder, or postponed meetingotherwise as approved by such Grantor in writing, such approval not to be unreasonably withheld) or consent in lieu as the proxyholder and, during the existence of any such meeting or otherwiseEvent of Default, hereby authorizes and directs the proxyholder to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have file this proxy and the right (and such proxy shall not confer substitution instrument with the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits secretary of the Company or any stockholders of appropriate corporation. This proxy is coupled with an interest and is irrevocable until such time as all outstanding principal and interest on 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 Notes have been indefeasibly paid in effect at any time that (x) the Offer shall have expired or terminated without any share of Common Stock being purchased thereunder in violation of the 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 consent 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 Agreementfull.

Irrevocable Proxy. In the event that Each Stockholder has revoked or terminated any Stockholder shall breach its ----------------- covenant set forth in Section 7.1proxies, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney and proxy of such Stockholder pursuant voting agreements or similar arrangements previously given or entered into with respect to the provisions Subject Stock. Each Stockholder hereby appoints Parent and any designee of section 212 Parent, and each of the DGCLthem individually, its proxies and attorneys-in-fact, with full power of substitution, to vote, substitution 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 meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwiseresubstitution, to vote such shares as set forth in Section 7.1 above; provided that in Stockholder's Subject Stock at any such vote at the Company Stockholders Meeting or at any other action pursuant meeting of the holders of Company Common Stock called to such proxy, Purchaser -------- shall not have seek consider the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend 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 reduce the rights or benefits of the Company or any stockholders at least three (3) Business Days prior to such meeting, a duly executed proxy card voting such Stockholder's Subject Shares in favor of the Company (including the Stockholders) under the Offer or adopting the Merger Agreement or to reduce and the obligations Merger and has not revoked such duly executed proxy card. This proxy and power of Purchaser and/or Sub thereunder; attorney is given by such Stockholder in connection with, and provided furtherin consideration of, that this -------- ------- proxy shall irrevocably cease to be in effect at any time that (x) the Offer shall have expired or terminated without any share of Common Stock being purchased thereunder in violation of the 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 Parent and to secure the parties thereto, all other proxies and powers performance of attorney with respect to the Shares that duties of such 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 consent executed (and if given or executed, shall not be effective) by Stockholder with respect thereto so long as this Agreement remains in effectAgreement. Each Stockholder shall forward take such further action or execute such other instruments as may be necessary to Purchaser effectuate the intent of this proxy. This proxy and power of attorney granted by each Stockholder shall be irrevocable, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any proxy cards that such and all prior proxies granted by a Stockholder receives with respect to any of the Offer Subject Shares. The power of attorney granted by each Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of a Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the Merger termination of this Agreement pursuant to Section 5.01. The irrevocable proxy granted pursuant to this Section 2.02 shall not be terminated by any act of the Stockholder or by operation of Law. If between the execution hereof and the Termination 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-entry credits representing the Subject Stock shall be delivered by or on behalf of the Stockholder in accordance with the terms and conditions of this Agreement, and actions taken by Parent hereunder shall be as valid as if such death, 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 other event.

Irrevocable Proxy. In Stockholder constitutes and appoints Holding and each of its executive officers, from and after the event that any Stockholder date hereof until the earlier to occur of the Effective Time and the termination of this Agreement pursuant to Section 10 hereof (at which point such constitution and appointment shall breach its ----------------- covenant set forth in Section 7.1automatically be revoked) as Stockholder’s attorney, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney agent and proxy of (such Stockholder pursuant to constitution and appointment, the provisions of section 212 of the DGCL“Irrevocable Proxy”), with full power of substitution, to vote, 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 Stockholder’s Shares at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise), to vote such shares as set forth in Section 7.1 above; provided that and in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits by written consent of the Company or any stockholders of the Company (including Company, on the Stockholders) under matters and in 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 manner specified in effect at any time that (x) the Offer shall have expired or terminated without any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms of this AgreementSection 1.1. THIS PROXY AND POWER OF ATTORNEY IS ARE IRREVOCABLE AND COUPLED WITH AN INTERESTINTEREST 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. Each Stockholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, revokes all other proxies and powers of attorney with respect to the all of Stockholder’s Shares that Stockholder may have heretofore been 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 consent executed (and if given or executedgiven, shall not be effective) by Stockholder with respect thereto so long as on the matters covered by Section 1. 1. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of Stockholder and any obligation of Stockholder under this Agreement remains in effectshall be binding upon the heirs, personal representatives, successors and assigns of Stockholder. Each It is understood and agreed that Holding will not use such Irrevocable Proxy unless the Stockholder shall forward fails to Purchaser any proxy cards that comply with Section 1.1 hereof and that, to the extent Holding uses such Stockholder receives Irrevocable Proxy, it will only vote such Shares with respect to the Offer or matters specified in, and in accordance with the Merger Agreementprovisions of, Section 1.1 hereof.

Irrevocable Proxy. In During the event that period from the date of this Agreement until the Expiration Date, each Shareholder hereby appoints the Company through any Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney and proxy of such Stockholder pursuant to the provisions of section 212 designee of the DGCLCompany, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution, to vote, substitution 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 meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwiseresubstitution, to vote such shares Shareholder’s Company Ordinary Shares and Series A Shares, as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxyapplicable, Purchaser -------- shall not have at every meeting of the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits shareholders of the Company called with respect to any of the following, and at every adjournment or any stockholders postponement thereof, and on every action or approval by written consent of the shareholders of the Company (including with respect to any matter referred to in Section 2.01(a) or Section 2.02 but not, for the Stockholdersavoidance of doubt, any matter referred to in Section 2.01(c) under the Offer or the Merger Agreement or to reduce the obligations Section 2.01(d) without a Shareholder’s prior written consent. This proxy and power of Purchaser and/or Sub thereunder; attorney is given by each such Shareholder in connection with, and provided furtherin consideration of, that this -------- ------- proxy shall irrevocably cease to be in effect at any time that (x) the Offer shall have expired or terminated without any share of Common Stock being purchased thereunder in violation of the 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 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 proxies instruments as may be necessary to effectuate the intent of this proxy. This proxy and powers power of attorney granted by each Shareholder shall be irrevocable, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by a Shareholder with respect to any of the Subject Shares that Stockholder may have heretofore appointed or granted, and no subsequent proxy or the Series A Shares. The power of attorney (except granted by each Shareholder herein is a durable power of attorney and shall survive the dissolution, 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 furtherance all respects with the Company Memorandum for the purposes of Stockholder's obligations under 7.1 hereof) shall be given or written consent executed all meetings (and if given or executed, adjournments and postponements thereof) contemplated hereby. The proxy and power of attorney granted by each Shareholder hereunder shall not automatically terminate and be effective) by Stockholder with respect thereto so long as revoked upon termination of this Agreement remains in effect. Each Stockholder shall forward pursuant to Purchaser any proxy cards that such Stockholder receives with respect to the Offer or the Merger AgreementSection 4.01.

Irrevocable Proxy. In Subject to the event that penultimate sentence of this Section 6, by execution of this Agreement, 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 Shares, to vote and exercise all voting and related rights, including the right to sign such Stockholder’s name (solely in its capacity as a stockholder) to any Stockholder shall breach consent, if such Stockholder fails to vote his, her or its ----------------- covenant Shares solely with respect to the matters set forth in Section 7.11 hereof by 5:00 p.m. (Eastern Time) on the day immediately preceding the meeting date (or date upon which written consents are requested to be submitted), provided the Stockholder has received information regarding the meeting or request for written consent at least five (5) Business Days before such Stockholder (without shareholder meeting or any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney and proxy of such Stockholder pursuant to the provisions of section 212 consent solicitation or other vote taken of the DGCL, with full power of substitution, to 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 meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the 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 INTERESTCompany’s stockholders. Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes, effective upon the execution and delivery of the Merger Agreement revokes any proxy previously granted by the parties thereto, all other proxies and powers of attorney such Stockholder with respect to the Shares and represents that none of such previously-granted proxies are irrevocable. The Stockholder may have heretofore appointed or grantedhereby affirms that the proxy set forth in this Section 6 is given in connection with, and no subsequent granted in consideration of, and as an inducement to the Company, Homology and Merger Sub to enter into the Merger Agreement and that such proxy or is given to secure the obligations of the Stockholder under Section 1. The irrevocable proxy and power of attorney (except in furtherance granted herein shall survive the death or incapacity of Stockholder's such Stockholder and the obligations under 7.1 hereof) of such Stockholder shall be given or written consent executed (binding on such Stockholder’s heirs, personal representatives, successors, transferees and if given or executed, shall not be effective) by Stockholder with respect thereto so long as this Agreement remains in effectassigns. Each Stockholder shall forward hereby agrees not to Purchaser grant any proxy cards that such Stockholder receives subsequent powers of attorney or proxies with respect to any Shares with respect to the Offer matters set forth in Section 1 until after the Expiration Date. With respect to any Shares that are owned beneficially by Stockholder but are not held of record by Stockholder (other than shares beneficially owned by Stockholder that are held in the name of a bank, broker or nominee), Stockholder shall take all action necessary to cause the Merger Agreementrecord holder of such Shares to grant the irrevocable proxy and take all other actions provided for in this Section 6 with respect to such Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. In the event that any Each Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser appoints 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 attorney sole and exclusive attorney-in-fact and proxy of such Stockholder Stockholder, with full power of substitution and re-substitution, to exercise all of such Stockholder’s voting, consent (whether pursuant to Section 228 of the provisions General Corporation Law of section the State of Delaware (the “DGCL”) or otherwise) and related rights with respect to any and all Subject Shares that such Stockholder now or may hereafter hold record ownership or beneficial ownership of from time to time, in accordance with this Agreement and the Settlement Agreement. Each Stockholder hereby acknowledges and agrees that the proxy and power-of-attorney provided herein (this “Proxy”) are irrevocable to the extent permitted under Section 212 of the DGCL, are coupled with full power of substitution, to vote, an interest 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 meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 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 (xin the case of an individual) or any Reorganization involving any Stockholder (in the Offer case of any other Person) and shall have expired or terminated without survive the transfer of any share of Common Stock being purchased thereunder in violation of the terms 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 Offer Subject Shares at every annual or (y) Purchaser or Sub shall be in violation special meeting of the terms Corporation’s stockholders on all matters in respect of this Agreement. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Stockholder hereby revokeswhich the Subject Shares are entitled to vote and at every adjournment or postponement thereof, effective upon the execution and delivery take every action or approval by consent 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 consent executed Corporation’s stockholders (and if given or executed, shall not be effectiveexecute and deliver any and all such consents) by Stockholder with in respect thereto so long as this Agreement remains of which the Subject Shares are entitled to consent in effect. Each Stockholder shall forward to Purchaser any proxy cards that such Stockholder receives with respect to the Offer or the Merger Agreementlieu of a meeting of stockholders.

Irrevocable Proxy. In the event that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney and proxy of such Stockholder pursuant Subject to the provisions final sentence of section 212 this Section 6, by execution of this Agreement, Stockholder does hereby appoint the DGCL, Company and any of its designees with full power of substitutionsubstitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to vote, and otherwise act (by written consent or otherwise) with respect to all shares the fullest extent of Common Stock, including the Shares, that 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 consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the Stockholder’s 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 any share of Common Stock being purchased thereunder in violation of the 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 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 may have heretofore appointed is unable to perform or grantedotherwise does not perform his, and no subsequent proxy her or power of attorney (except in furtherance of Stockholder's its obligations under 7.1 this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof) shall . Stockholder intends this proxy to be given or written consent executed (irrevocable and if given or executedcoupled with an interest hereunder until the Expiration Date, shall not be effective) hereby revokes any proxy previously granted by Stockholder with respect thereto so long as this Agreement remains in effectto the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. Each The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall forward be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to Purchaser grant any proxy cards that such Stockholder receives subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the Offer or matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to the Company, Parent, First Merger Sub and Second Merger Sub to enter into the Merger AgreementAgreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the Stockholder has heretofore granted with respect to the Subject Shares. 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, the Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser granted to, and appointed, the Company as the attorney attorney-in-fact and proxy for and on behalf of such Stockholder pursuant the Stockholder, for and in the name, place and stead of the Stockholder, to: (a) attend any and all 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 212 Section 1.1 at any and all meetings of the DGCL, Parent Stockholders or in connection with full power of substitution, any action sought to vote, and otherwise act (be taken by written consent of Parent Stockholders without a meeting and (c) grant or otherwise) withhold, or issue instructions to the record holder to grant or withhold, consistent with respect to all shares the provisions of Common Stock, including the Shares, that 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 consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the 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 thereto1.1, all other proxies and powers of attorney written consents with respect to the Subject Shares that Stockholder may have heretofore appointed at any and all meetings of Parent Stockholders or granted, and no subsequent 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 or power of attorney (except granted herein for any purpose other than the purposes described in furtherance of Stockholder's obligations under 7.1 hereof) this Agreement. The foregoing proxy shall be given or written consent executed deemed to be a proxy coupled with an interest, is irrevocable (and if given as such shall survive and not be affected by the death, incapacity, mental illness or executedinsanity of the Stockholder, as applicable) until the termination of this Agreement and shall not be effective) terminated by Stockholder with respect thereto so long as operation of law or upon the occurrence of any other event other than the termination of this Agreement remains pursuant to Section 4.2. The 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 Parent. The Stockholder hereby affirms that the proxy set forth in effectthis Section 1.4 is given in connection with and granted in consideration of and as an inducement to the Company, Parent and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. Each The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. 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), the Stockholder shall forward take all action necessary to Purchaser any cause the record holder of such Subject Shares to grant the irrevocable proxy cards that such Stockholder receives and take all other actions provided for in this Section 1.4 with respect to the Offer or the Merger Agreementsuch Subject Shares.

Irrevocable Proxy. In the event that any Stockholder shall breach By execution of this Agreement, each Securityholder and its ----------------- covenant set forth in Section 7.1, such Stockholder Affiliates (without any further action on such Stockholder's partif applicable) shall be deemed to have do hereby irrevocably appointed Purchaser as and unconditionally appoint and constitute INSW or any designee thereof, until the attorney and Expiration Time (immediately after which time this proxy of such Stockholder pursuant to the provisions of section 212 of the DGCLshall automatically be revoked), with full power of substitutionsubstitution and resubstitution, as such Securityholder’s or Affiliates’ (if applicable) true and lawful attorney-in-fact and irrevocable proxy, to votethe 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 otherwise act exercise all voting and related rights, sign or execute forms of proxy and/or such other deeds or documents (by including, without limitation, the power to execute and deliver written consent or otherwiseconsents) with respect to all shares of Common Stock, including such Subject Securities owned or held by the Shares, that Shareholder regarding the matters referred to in 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 consent in lieu of any such meeting or otherwise, to vote such shares Subject Securities as set forth in Section 7.1 above; provided that in any such vote or other action pursuant 3. Each Securityholder and its Affiliates (if applicable) intend this proxy to such proxy, Purchaser -------- shall not have be irrevocable and coupled with an interest until the right Expiration Time (and such at which time this proxy shall not confer the rightautomatically be revoked) for all purposes and hereby represents that any proxies heretofore given with respect to vote 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 reduce the Offer Price or the Merger Consideration (as defined 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 otherwise modify or amend the Merger Agreement to reduce the rights or benefits be done in accordance with this Section 5. At any meeting of the Company Securityholders of DSSI (whether annual or any stockholders special) to which Section 3 is applicable, each Securityholder shall (and shall cause its Affiliates to), or shall direct (and shall cause its Affiliates to direct) the holder(s) of record of all of the Company Subject Securities of such Securityholder or Affiliate (if applicable) on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Securities of such Securityholder or Affiliate (if applicable) to be counted as present thereat for purposes of establishing a quorum. If for any reason any proxy granted herein is not irrevocable after it becomes effective, then the Securityholder granting such proxy agrees, until the Expiration Time, to vote the Subject Securities of such Securityholder in accordance with the Required Votes. The parties hereto agree that the foregoing is a voting agreement. This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the Securityholder (including any transferee of any of the StockholdersSubject Securities). Each Securityholder undertakes and agrees: (i) under to indemnify the Offer 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 Merger Agreement or Attorney may become liable by reason of acting in good faith pursuant to reduce the obligations and in accordance with this power of Purchaser and/or Sub thereunderattorney; and provided further, (ii) that this -------- ------- proxy shall irrevocably cease to be in effect at any time that (x) the Offer shall have expired or terminated without any share of Common Stock being purchased thereunder in violation of the 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 consent executed (and if given or executed, Attorney 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 liable to the Offer Securityholder for any loss or damage occurring as a result of any act or omission made by the Merger AgreementAttorney by reason of acting in good faith pursuant to and in accordance with this power of attorney.

Irrevocable Proxy. In The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the event that Stockholder has heretofore 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 Stockholder, for and in the name, place and stead of the Stockholder, to: (a) attend any Stockholder shall breach its ----------------- covenant set forth and all meetings of the Company Stockholders, (b) vote, express consent or dissent or issue instructions to the record holder to vote the Stockholder’s Subject Shares in accordance with the provisions of Section 7.11.1 at any and all meetings of the Company Stockholders or in connection with any action sought to be taken by written consent of the Company Stockholders without a meeting and (c) grant or withhold, such Stockholder (or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of the 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 further action on such Stockholder's part) purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to have hereby irrevocably appointed Purchaser be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the attorney and proxy of such Stockholder pursuant to the provisions of section 212 death, incapacity, mental illness or insanity of the DGCLStockholder, with full power of substitution, to vote, and otherwise act (by written consent or otherwiseas applicable) with respect to all shares of Common Stock, including until the Shares, that 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 consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the 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 termination 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 consent executed (and if given or executed, shall not be effective) terminated by Stockholder with respect thereto so long as operation of law or upon the occurrence of any other event other than the termination of this Agreement remains pursuant to Section 4.2. The 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 Stockholder hereby affirms that the proxy set forth in effect. Each Stockholder shall forward this Section 1.5 is given in connection with and granted in consideration of and as an inducement to Purchaser any proxy cards Parent and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder receives with respect under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the Offer or the Merger Agreementtermination of this Agreement pursuant to Section 4.2.

Irrevocable Proxy. In Each Principal Stockholder hereby appoints Parent and any designee of Parent (the event that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1“Proxy Holders”), each of them individually, as such Stockholder (without any further action on such Principal Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney ’s proxy and proxy of such Stockholder attorney-in-fact pursuant to the provisions of section Section 212 of the DGCLDelaware General Corporation Law, as amended, with full power of substitutionsubstitution and resubstitution, to votevote and act on such Principal Stockholder’s behalf and in such Principal Stockholder’s name, place and stead with respect to such Principal Stockholder’s Owned Shares, at any annual, special or other meeting of the holders of Company Securities, and otherwise at any adjournment or postponement of any such meeting, held during the term of this Agreement, and to act (by written consent or otherwise) with respect to all shares of Common Stock, including the each such Principal Stockholder’s Owned Shares, that such Stockholder is entitled to vote at any meeting of stockholders of all times during the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms term 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 grantedmatters (the “Specified Matters”) referred to in, and no 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. Each Principal Stockholder affirms that this proxy is coupled with an interest and shall be 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 hereby revokes any and all previous proxies granted with respect to such Principal Stockholder’s Owned Shares. Each Principal Stockholder covenants and agrees not to grant any subsequent proxy or power of attorney (except in furtherance of with respect to such Principal Stockholder's obligations under 7.1 hereof) shall be given or written consent executed (’s Owned Shares, and further covenants and agrees that any such proxy, if given or executedgranted, shall not be valid or effective) by Stockholder with respect thereto so long as this Agreement remains in effect. Each Principal Stockholder shall forward be permitted to Purchaser vote such Principal Stockholder’s Owned Shares in connection with any proxy cards of the Specified Matters provided that such Stockholder receives vote is in compliance with respect 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 Offer or foregoing submission and delivery requirements, the Merger AgreementProxy Holders will not use the proxy granted pursuant to this Section 4 unless such Principal Stockholder’s vote is subsequently withdrawn.

Irrevocable Proxy. In the event that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have Each Seller hereby irrevocably appointed appoints Purchaser as or any designee of Purchaser the lawful agent, attorney and proxy of such Stockholder pursuant shareholder, during the term of this Agreement, to (a) vote the provisions of section 212 Shares in favor adoption of the DGCLMerger Agreement; (b) vote the Shares against any action or agreement that would result in a breach in any material respect of any covenant, with full power of substitution, to vote, and otherwise act (by written consent representation or otherwise) with respect to all shares of Common Stock, including the Shares, that such Stockholder is entitled to vote at warranty or any meeting of stockholders other obligation or agreement of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in under the Merger Agreement; and (c) vote the Shares against any action or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the Company agreement (including the Stockholders) under the Offer or other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to reduce discourage the obligations 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 Purchaser and/or Sub thereundera material amount of assets of the Company and its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; and provided further(iii) any change in the management or board of directors of the Company, that except as otherwise agreed to in writing by Purchaser; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business. Each Seller intends this -------- ------- proxy shall irrevocably cease to be in effect at any time that (x) irrevocable and coupled with an interest and will take such further action or execute such other instruments as may be necessary to effectuate the Offer shall have expired or terminated without any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms intent of this Agreement. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTERESTproxy and hereby revokes any proxy previously granted by it with respect to the Shares. Each Stockholder hereby revokesSeller shall not hereafter, effective upon the execution unless and delivery of the Merger until this Agreement by the parties theretoterminates pursuant to Section 8.6 hereof, all purport to vote (or execute a consent with respect to) such Shares (other proxies and powers than through this irrevocable proxy) or grant any other proxy or power of attorney with respect to the any Shares, deposit any Shares that Stockholder may have heretofore appointed into a voting trust or grantedenter into any agreement (other than this Agreement), and no subsequent arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or power of attorney (except in furtherance of Stockholder's obligations under 7.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by 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 give instructions with respect to the Offer or voting of such Shares. Notwithstanding anything herein to the Merger Agreementcontrary, the Sellers may transfer as charitable gifts up to an aggregate of 300,000 Shares.

Irrevocable Proxy. In (a) Notwithstanding anything to the event that any Stockholder shall breach its ----------------- covenant contrary set forth in Section 7.1herein, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney and proxy of such Stockholder pursuant to the provisions of section 212 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 DGCLfirst subscription agreement executed by the Subscriber and accepted by the Company shall control. (b) Subscriber hereby appoints the President of the Company, or his or her successor, as the Subscriber’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to voteto, consistent with this instrument and otherwise act on behalf of the Subscriber, (by written consent or otherwisei) with respect to vote all shares of Common Stockour Series C Preferred Stock purchased by the Subscriber in the Offering 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), (ii) give and 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 President 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), including without limitation the Sharesheirs, that estate, executors, personal representatives, and successors and assigns of investors. The proxy and power will terminate upon the earlier of (i) our common stock becoming listed for trading on a U.S. registered national securities exchange such Stockholder as The Nasdaq Capital Market; (ii) the closing of a sale of shares of common stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act in which the per share price is entitled at least $4.50 (as adjusted for stock splits, dividends, recapitalizations and the like), and the gross cash proceeds to vote our company (before underwriting discounts, commissions and fees) are at any meeting of stockholders least $25,000,000; or (iii) the affirmative election of the Company (whether annual or special Company’s board of directors. The President is an intended third-party beneficiary of this Section and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer has the right, power and authority to enforce the provisions hereof as though he or she was a party hereto. (c) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the 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 Other than with respect to the Shares that Stockholder may have heretofore appointed gross negligence or grantedwillful 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 Proxy has no duties or responsibilities except those expressly set forth in this instrument, and no subsequent proxy implied covenants, functions, responsibilities, duties, obligations or power liabilities on behalf of attorney the Subscriber otherwise exist against the Proxy. The Subscriber shall 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 (except 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 furtherance connection with any act done or omitted in the Proxy’s capacity as representative of Stockholder's obligations the Subscriber pursuant to this instrument, in each case as such 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 gross negligence or willful misconduct of the Proxy, the 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 Subscriber or otherwise. The Subscriber acknowledges and agrees that the foregoing indemnities will survive the resignation or removal of the Proxy or the termination of this 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 Company, shareholders of the Company and any other third party may rely upon any decision, 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 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 instruction of the Proxy. (e) The Subscriber hereby agrees to take any and all actions determined by the Company’s board of directors in good faith to be advisable to reorganize this instrument and any Securities held by the 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 6 is held under 7.1 hereofany circumstances to be invalid or unenforceable in any jurisdiction, then (i) shall be given such provision or written consent executed (and if given or executedpart thereof shall, 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 such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the Offer fullest possible extent, (ii) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (iii) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the Merger Agreementvalidity or enforceability of any other provision of this Proxy. Each provision of this Proxy is separable from every other provision of this Proxy, and each part of each provision of this Proxy is separable from every other part of such provision.

Irrevocable Proxy. In The Pledgor hereby agrees to grant, and does hereby grant, to the event that Collateral Agent for the benefit of the Collateral Agent, an irrevocable proxy in the form attached hereto as Exhibit B to (i) vote or cause to be voted any Stockholder shall breach its ----------------- covenant set forth and all of the Pledged Shares and (ii) give or cause to be given consents, waivers and ratifications in Section 7.1, such Stockholder (without any further action on such Stockholder's part) respect thereof. Such proxy shall be deemed valid until the earlier of (x) payment and performance in full of the Notes Obligations and (y) the termination of this Agreement in accordance with Section 15. The Collateral Agent hereby agrees that until and unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given written notice to have hereby irrevocably appointed Purchaser as the attorney and Pledgor of the Collateral Agent’s intention to exercise remedies, the Collateral Agent shall not exercise such proxy of such Stockholder pursuant and, subject always to the provisions of section 212 Section 7 hereof, the Pledgor shall be entitled to (i) vote or cause to be voted any and all of the DGCLPledged Shares, (ii) give, or cause to be given, consents, waivers and ratifications in respect thereof, provided, however, that the Pledgor shall not vote for or give any consent, waiver or ratification that would be inconsistent with full power any provisions of substitutionthe Note Documents or that would have a material adverse effect on the value of the Pledged Collateral or any part thereof and (iii) receive and retain any and all dividends, interest and other distributions paid in respect of the Pledged Collateral. All such rights of the Pledgor to vote, 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 meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 cause to be voted and to give, or cause to be given, consent, waivers and ratifications shall cease automatically in effect at any time that case each of (xi) the Offer an Event of Default shall have expired or terminated without any share of Common Stock being purchased thereunder in violation of the 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 occur 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 consent 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 it is continuing and (ii) the Collateral Agent shall forward to Purchaser any proxy cards that such Stockholder receives with respect have given written notice to the Offer or Pledgor of the Merger Agreement.Collateral Agent’s intention to exercise remedies. The Pledgor further agrees to execute the irrevocable proxy in the form attached hereto in Exhibit B.

Irrevocable Proxy. In 3.1 Contemporaneously with the event that any Stockholder execution of this Agreement: (a) the Shareholder shall, and the Controlling Sponsors shall breach its ----------------- covenant set forth cause the Shareholder to, deliver to Parent a proxy, in Section 7.1the form attached to this Agreement as Exhibit A, such Stockholder (without any further action on such Stockholder's part) which shall be deemed to have hereby irrevocably appointed Purchaser treated as coupled with a security interest of the attorney proxy holder and proxy of such Stockholder pursuant therefore shall be irrevocable to the provisions of section 212 of fullest extent permitted by Law (at all times prior to the DGCLExpiration Time, with full power of substitution, to vote, and otherwise act (by written consent or otherwiseat which Expiration Time such proxy shall be automatically revoked) with respect to the Covered Shares (other than the 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 proxy and (y) hereby revokes any proxy previously granted by the Shareholder with respect to any Covered Shares; provided, however, that the foregoing shall not limit the obligations of the Shareholder under Section 4 below and shall only be effective if the Shareholder fails to be counted 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, further, that upon the occurrence of Common Stocka 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 6.3 of the Merger Agreement, the transactions contemplated hereby, including the Shares, that such Stockholder is entitled to vote at any meeting of stockholders approval of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the 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 consent 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 AgreementMerger.

Irrevocable Proxy. In The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the event that Stockholder has heretofore granted with respect to the Subject Shares. The Stockholder hereby irrevocably appoints the Company as attorney-in-fact and proxy for and on behalf of the Stockholder, for and in the name, place and stead of the Stockholder, to: (a) attend any Stockholder shall breach its ----------------- covenant set forth and all 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 7.11.1 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 and (c) grant or withhold, such Stockholder (or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of the 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 further action on such Stockholder's part) purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to have hereby irrevocably appointed Purchaser be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2. The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of Parent. The Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to the Company, Parent and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. 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), the Stockholder shall take all action necessary to cause the record holder of such Stockholder pursuant Subject Shares to grant the provisions of section 212 of the DGCL, with full power of substitution, to vote, irrevocable proxy and otherwise act (by written consent or otherwise) take all other actions provided for in this Section 1.4 with respect to all shares of Common Stock, including the such Subject Shares, that 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 consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the 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 consent 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. In Stockholder constitutes and appoints K Holdings and each of its executive officers and, for the event that any Stockholder shall breach its ----------------- covenant purpose of the vote set forth in Section 7.11.1(i) hereof (if, but only if, K Holdings and Stockholder fail to vote in favor of the matters set forth in Section 1.1(i) hereof), such Stockholder designees as the Special Committee (without any further action on as defined in the Recapitalization Agreement) may appoint, from and after the date hereof until the earlier to occur of the Effective Time and the termination of this Agreement pursuant to Section 9 (at which point such constitution and appointment shall automatically be revoked) as Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney attorney, agent and proxy of (such Stockholder pursuant to constitution and appointment, the provisions of section 212 of the DGCL"Irrevocable Proxy"), with full power of substitution, to vote, 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 Stockholder's Shares at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise), to vote such shares as set forth in Section 7.1 above; provided that and in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits by written consent of the Company or any stockholders of the Company (including Company, on the Stockholders) under matters and in 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 manner specified in effect at any time that (x) the Offer shall have expired or terminated without any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms of this AgreementSection 1.1. THIS PROXY AND POWER OF ATTORNEY IS ARE IRREVOCABLE AND COUPLED WITH AN INTERESTINTEREST 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. Each Stockholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, revokes all other proxies and powers of attorney with respect to the all of Stockholder's Shares that Stockholder may have heretofore been 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 consent executed (and if given or executedgiven, shall not be effective) by Stockholder with respect thereto so long as thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of Stockholder and any obligation of Stockholder under this Agreement remains 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 effect. Each Section 1.1(i), the Special Committee, does not intend to use such Irrevocable Proxy unless the Stockholder shall forward fails to Purchaser any proxy cards that comply with Section 1.1 hereof and that, to the extent K Holdings or the Special Committee uses such Stockholder receives Irrevocable Proxy, it only intends to vote such Shares with respect to the Offer or matters specified in, and in accordance with the Merger Agreementprovisions of, Section 1.1 or, in the case of the Special Committee, Section 1.1(i) hereof.

Irrevocable Proxy. In the event that any Stockholder shall breach its Each Grantor hereby revokes all previous proxies ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney and proxy of such Stockholder pursuant with regard to the provisions of section 212 Pledged Securities and the Pledged Limited Liability Company Interests and, subject to any necessary prior approval of the DGCLFCC, with full power of substitution, appoints the Agent as its proxyholder and attorney-in-fact to vote, (i) attend 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 meeting of stockholders and all meetings of the Company shareholders of the corporation(s) which issued the Pledged Securities (whether annual or special and whether or not transferred into the name of the Agent), and any adjournments thereof, held on or after the date of the giving of this proxy and prior to the termination of this 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 adjourned Event of Default and subject to Section 16(j) hereof. Each Grantor hereby authorizes the Agent to substitute another Person (which Person shall be a successor to the rights of the Agent hereunder, a nominee appointed by the Agent to serve as proxyholder, or postponed meetingotherwise as approved by such Grantor in writing, such approval not to be unreasonably withheld) as the proxyholder and, upon the occurrence or consent in lieu during the continuance of any such meeting or otherwiseEvent of Default, hereby authorizes and directs the proxyholder to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have file this proxy and the right (and such proxy shall not confer substitution instrument with the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits secretary of the Company or appropriate corporation. This proxy is coupled with an interest and is irrevocable until such time as no part of 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 any share of Common Stock being purchased thereunder in violation of the 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 theretoCommitment remains outstanding, all other proxies and powers of attorney with respect to the Shares that Stockholder may Obligations have heretofore appointed or granted, been indefeasibly paid in full and no subsequent proxy or power Letter of attorney (except in furtherance of Stockholder's obligations under 7.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by Stockholder with respect thereto so long as this Agreement Credit remains in effect. Each Stockholder shall forward to Purchaser any proxy cards that such Stockholder receives with respect to the Offer or the Merger Agreementoutstanding.

Irrevocable Proxy. In the event (a) Stockholder hereby revokes (and agrees to cause to be revoked) any and all proxies, if any, that any it has heretofore granted with respect to its Subject Shares. Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser appoints Parent as the attorney attorney-in-fact and proxy of such Stockholder pursuant to the provisions of section 212 of the DGCLproxy, with full power of substitution, for and on behalf of Stockholder, for and in the name, place and stead of Stockholder, to: (i) attend any and all meetings at which any Supported Matters are to 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 meeting of stockholders of the Company be considered (whether annual or special and whether or not an adjourned or postponed meetingpostponed) of the holders of Company Common Shares (each, a “Company Stockholder Meeting”); (ii) vote, express consent or consent in lieu of any such meeting or otherwisedissent, issue instructions to the record holder to vote the Subject Shares or otherwise utilize such shares as set forth voting power in accordance with the provisions of Section 7.1 above; provided that in 3 at any such vote annual or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits special meeting of the Company or at which 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 Supported Matters are to be considered as Parent or its proxy shall, in effect at any time that (x) the Offer shall have expired or terminated without any share of Common Stock being purchased thereunder in violation of the 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 revokesParent’s sole discretion, effective upon the execution and delivery of the Merger Agreement by the parties thereto, all other proxies and powers of attorney deem proper with respect to the Shares that Stockholder may have heretofore appointed Subject Shares; and (iii) if applicable, grant or grantedwithhold, and no subsequent proxy or power issue instructions to the record holder to grant or withhold, in accordance with the provisions of attorney (except in furtherance of Stockholder's obligations under 7.1 hereof) shall be given or Section 3, all written consent 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 consents with respect to the Offer 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 and is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of 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 12(d) (in which case the foregoing proxy shall be deemed revoked automatically). Stockholder authorizes such attorney and proxy to substitute any other 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. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 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 AgreementAgreement and that such irrevocable proxy is given to secure the obligations of Stockholder under Section 3. Notwithstanding anything to the contrary in this Section 4, nothing herein shall prevent Stockholder from making any Transfers to Permitted Transferees in accordance with Section 7(b) herein; provided, however, that no such Transfer to a Permitted Transferee shall limit, amend or revoke the foregoing proxy.

Irrevocable Proxy. In the event that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser Parent as the attorney attorney-in-fact and proxy of such Stockholder pursuant to the provisions of section Section 212 of the DGCLDelaware General Corporation Law, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to all shares of Common Stock, Stock (including the Shares, ) that 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 consent in lieu of any such meeting or otherwise, otherwise to vote such shares as set forth in Section 7.1 above; provided PROVIDED, that in any such vote or other action pursuant to such proxy, Purchaser -------- proxy Parent shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce 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 reduce materially diminish the obligations or to materially increase the rights of Purchaser Parent and/or Sub thereunder; and provided furtherPROVIDED FURTHER, that this -------- ------- proxy shall irrevocably cease to be in effect at any time that (x) the Offer shall have expired or terminated without any share shares of Common Stock being purchased thereunder in violation of the terms of the Offer or the Merger Agreement or (y) Purchaser 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. 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 hereofINTEREST AND IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 212(e) shall be given or written consent executed (and if given or executed, shall not be effective) by Stockholder with respect thereto so long as this Agreement remains in effectOF THE DELAWARE GENERAL CORPORATION LAW. Each Stockholder shall forward execute and deliver to Purchaser Parent any proxy cards that such Stockholder receives with respect to vote in favor of the consummation of the Merger. Parent shall deliver to the Offer or Secretary of the Merger AgreementCompany any such proxy cards received by it at any meeting called to approve the consummation of the Merger.

Irrevocable Proxy. In the event that any Stockholder shall breach its ----------------- covenant set forth in (a) As security for Brencourt’s obligations under Section 7.11 hereof, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have Brencourt hereby irrevocably appointed Purchaser constitutes and appoints Velo Holdings Inc. as the its attorney and proxy of such Stockholder pursuant to in accordance with the provisions of section 212 of the Delaware General Corporation Law (“DGCL”), with full power of substitutionsubstitution and resubstitution, to vote, and otherwise act cause the Subject Shares (by written consent or otherwise) as well as any other share of Vertrue common stock with respect to all shares which Brencourt has voting power) to be counted as present at any stockholders’ meeting of Common Stock, Vertrue (including the Shares, that 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 consent in lieu of any such meeting or otherwiseSpecial Meeting), to vote such shares as set forth in Section 7.1 above; provided that in of Vertrue common stock at any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits stockholders’ meeting of the Company or any stockholders of the Company Vertrue (including the StockholdersSpecial Meeting) under however called, and to execute consents in respect of such shares of Vertrue common stock as and to the Offer or the Merger Agreement or to reduce the obligations of Purchaser and/or Sub thereunder; and extent 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms of this AgreementSection 1(a). THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Stockholder Brencourt hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, revokes all other proxies and powers of attorney with respect to the Subject Shares (as well as any other share of Vertrue common stock with respect to which Brencourt has voting power) that Stockholder it 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 granted. Brencourt represents that any proxies heretofore given or written consent executed in respect of the Subject Shares (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 well as any proxy cards that such Stockholder receives other share of Vertrue common stock with respect to which Brencourt has voting power), if any, are revocable. (b) Brencourt hereby affirms that the Offer or irrevocable proxy set forth in this Section 3 is given in connection with the amendment of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Brencourt under this Agreement. Brencourt hereby further affirms that the irrevocable proxy is coupled with an interest and is intended to be irrevocable in accordance with the provisions of Section 212 of the DGCL. (c) If, after the execution hereof, Brencourt should be dissolved or liquidated or if any other such similar event or events shall occur, the actions taken by Brencourt hereunder shall be as valid as if such dissolution, liquidation or other similar events had not occurred, regardless of whether or not notice was provided to Velo Holdings Inc. of such dissolution, liquidation or other similar event.

Irrevocable Proxy. In the event that any Each Parent Significant Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser grants to, and appoints, the Company, Parent and any individual designated in writing by the Company, and each of them individually, as the attorney such Parent Significant Stockholder’s proxy and proxy of such Stockholder pursuant to the provisions of section 212 of the DGCL, attorney-in-fact (with full power of substitution), to votefor and in the name, place and otherwise act stead of such Parent Significant Stockholder’s proxy and attorney-in-fact (by written consent or otherwise) with respect to all shares full power of Common Stocksubstitution), including for and in the Sharesname, that place and stead of 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 consent in lieu of any such meeting or otherwiseParent Significant Stockholder, to vote its Subject Shares, or grant a consent or approval in respect of its Subject Shares, in a manner consistent with Section 1.1 if such shares as set forth Parent Significant Stockholder has not voted such Subject Shares in a manner consistent with Section 7.1 above; provided 1.1 at least three (3) Business Days prior to the applicable voting deadline. Each Parent Significant Stockholder understands and acknowledges that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend Company is entering into 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; in reliance upon such Parent Significant Stockholder’s execution 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms delivery of this Agreement. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Parent Significant Stockholder hereby revokes, effective upon affirms that the irrevocable proxy set forth in this Section 1.2 is given in connection with 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 grantedAgreement, and that such irrevocable proxy is given to secure the performance of the duties of such Parent Significant Stockholder under this Agreement. Each Parent Significant Stockholder hereby further affirms that the irrevocable proxy set forth in this Section 1.2 is coupled with an interest and may under no subsequent circumstances be revoked. Each Parent Significant Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or power cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of attorney (except in furtherance Section 212(e) of Stockholder's obligations under 7.1 hereof) the DGCL. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be given or written consent executed (and if given or executedautomatically revoked, shall not be effective) without any action by Stockholder with respect thereto so long as any Parent Significant Stockholder, upon any termination of this Agreement remains in effect. Each Stockholder shall forward pursuant to Purchaser any proxy cards that such Stockholder receives with respect to the Offer or the Merger AgreementSection 4.2.

Irrevocable Proxy. In the event that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have Shareholder hereby irrevocably appointed Purchaser constitutes and appoints Parent, or its designees, from and after the date hereof and until the Termination Date (at which point such constitution and appointment shall automatically be revoked) as the attorney Shareholder's attorney, agent and proxy of (such Stockholder pursuant to constitution and appointment, the provisions of section 212 of the DGCL"Irrevocable Proxy"), with full power of substitution, to vote, 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 Shareholder's Shares at any meeting of stockholders the Shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or ), however called, and in any action by written consent of the Shareholders of the Company, on the matters and in lieu of any such meeting or otherwise, to vote such shares as set forth the manner specified in Section 7.1 above; provided that 1.01. Without limiting the foregoing, in any such vote or other action pursuant to such proxy, Purchaser -------- neither Parent nor any other person listed in the immediately preceding sentence shall not in any event have the right (and such proxy shall not confer the right) to vote to reduce against the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms of this AgreementMerger. THIS PROXY AND POWER OF ATTORNEY IS ARE IRREVOCABLE AND COUPLED WITH AN INTERESTINTEREST 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. Each Stockholder Shareholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, revokes all other proxies and powers of attorney with respect to the all Shareholder's Shares that Stockholder may have heretofore been 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 consent executed (and if given or executedgiven, shall not be effective) by Stockholder Shareholder with respect thereto so long as thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of Shareholder and any obligation of Shareholder under this Agreement remains in effect. Each Stockholder shall forward to Purchaser any proxy cards that such Stockholder receives with respect to be binding upon the Offer or the Merger Agreementheirs, personal representatives, successors and assigns of Shareholder.

Irrevocable Proxy. Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that such Stockholder has heretofore granted with respect to the Subject Shares and the Contemplated Transactions. In the event and solely to the extent that any Stockholder shall breach its ----------------- covenant set forth fails to execute and deliver a proxy card or voting instructions to vote the Subject Shares in accordance with Section 7.11.1(a), such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed the Purchaser and any designee of the Purchaser as the attorney attorney-in-fact and proxy for and on behalf of such Stockholder pursuant to Stockholder, for and in the provisions name, place and stead of section 212 Stockholder, to: (a) attend any and all meetings of the DGCL, with full power of substitution, to 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 meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the Company (including the StockholdersStockholders Meeting) under with respect to any of the Offer matters specified in Section 1.1(a), (b) vote, express consent or dissent or issue instructions to the Merger Agreement record holder to vote the Subject Shares in accordance with the provisions of Section 1.1(a) at any and all meetings of the stockholders of the Company (including the Stockholders Meeting) or to reduce the obligations of Purchaser and/or Sub thereunder; and provided further, that this -------- ------- proxy shall irrevocably cease in connection with any action sought to be in effect at any time that (x) the Offer shall have expired or terminated without any share taken by written consent of Common Stock being purchased thereunder in violation stockholders of the terms 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 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 theretoSection 1.1(a), all other proxies and powers of attorney written consents with respect to the Subject Shares that Stockholder may have heretofore appointed at any and all meetings of the stockholders of the Company (including the Stockholders Meeting) or granted, and no subsequent 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 or power of attorney (except granted herein for any purpose other than the purposes expressly described in furtherance of Stockholder's obligations under 7.1 hereof) this Agreement. The foregoing proxy shall be given or written consent executed (deemed to be a proxy coupled with an interest, is irrevocable until the termination of this Agreement and if given or executed, shall not be effectiveterminated by operation of law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2. 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 President (or equivalent) of the Company. Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Purchaser and the Company to enter into the Asset Purchase Agreement and that such proxy is given to secure the obligations of Stockholder under Section 1.1(a). With respect to any Subject Shares that are owned beneficially by a Stockholder but are not held of record by Stockholder with respect thereto so long as this Agreement remains (other than shares beneficially owned by Stockholder that are held in effect. Each the name of a bank, broker or nominee), Stockholder shall forward take all action necessary to Purchaser any cause the record holder of such Subject Shares to grant the irrevocable proxy cards that such Stockholder receives and take all other actions provided for in this Section 1.4 with respect to the Offer or the Merger Agreementsuch Subject Shares.

Irrevocable Proxy. In Solely with respect to the event that any Stockholder shall breach its ----------------- covenant set forth matters described in Section 7.11.1, each Stockholder constitutes and appoints the Company, its general counsel, each member of the Special Committee and such Stockholder 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 (without any further action on at which point such constitution and appointment shall automatically be revoked), as such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney ’s attorney, agent and proxy of (each such Stockholder pursuant to the provisions of section 212 of the DGCLconstitution and appointment, an “Irrevocable Proxy”), with full power of substitution, for and in the name, place and stead of such Stockholder, to vote, 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 Stockholder’s Subject Securities at any annual, special or other meeting of the stockholders of the Company (whether annual Company, and at any adjournment or special adjournments or postponement thereof, and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits by written consent of the Company or any stockholders of the Company (including Company, on the Stockholders) under matters and in 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 manner specified in effect at any time that (x) the Offer shall have expired or terminated without any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms of this AgreementSection 1.1. THIS EACH SUCH PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTERESTINTEREST 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, effective upon the execution and delivery of the Merger Agreement by the parties thereto, revokes all other proxies and powers of attorney with respect to the Shares all of such Stockholder’s Subject Securities that Stockholder may have heretofore been appointed or grantedgranted with respect to the matters covered by Section 1.1, and no subsequent proxy or power of attorney (except in furtherance of Stockholder's obligations under 7.1 hereof) shall be given or written consent executed (and if given or executedgiven, shall not be effective) by such Stockholder with respect thereto so long as 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 remains in effectshall be binding upon the heirs, personal representatives, successors and assigns of such Stockholder. Each It is agreed that the Company will not use the Irrevocable Proxy granted by any Stockholder shall forward to Purchaser any proxy cards that unless such Stockholder receives fails to comply with Section 1.1 and that, to the extent the Company uses any such Irrevocable Proxy, it will only vote the Subject Securities subject to such Irrevocable Proxy with respect to the Offer or matters specified in, and in accordance with the Merger Agreementprovisions of, Section 1.1.

Irrevocable Proxy. In order to secure each stockholder’s obligation to vote his, her or its shares of capital stock of the event that any Stockholder shall breach its ----------------- covenant set forth Company in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney and proxy of such Stockholder pursuant to accordance with the provisions of section 212 of this Section 2, each stockholder hereby appoints the DGCLPLC 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, 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 meeting of stockholders of the Company (whether annual or special and whether meeting of the stockholders, or not an adjourned or postponed meeting) or to take any action by written consent in lieu of any such meeting or otherwisewith respect to, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify take action in respect of, all of the shares of capital stock of the Company owned or amend held of record by such stockholder for all such matters as expressly provided for in this Section 2. Each Attorney-In-Fact, after the Merger Required Preferred Stockholders have elected to exercise their rights under Section 2.1, subject to the termination of the Exit Sale under Section 2.5, may exercise the irrevocable proxy granted to them hereunder at any time any stockholder fails to comply with any of the provisions of this Section 2. Each of the proxies and powers granted by each stockholder pursuant to this Section 2.4 is coupled with an interest and is given to secure the performance of such stockholder’s obligations under this Agreement. Such proxies and powers shall be irrevocable, shall terminate upon the termination of this Agreement to reduce and shall survive the rights death, incompetency, disability, bankruptcy or benefits 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 2.4, the 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 any stockholders such subsidiary as the Board of Directors may appoint to fulfill the duties of the Company (including the Stockholders) under the Offer Secretary, shall not record any vote or the Merger Agreement consent or other action contrary 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 any share of Common Stock being purchased thereunder in violation of the 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 revokesThe stockholders shall severally, effective upon but not jointly, on a pro rata basis, indemnify and hold harmless, each Attorney-In-Fact from any and all losses, liabilities and expenses (including the execution reasonable fees and delivery expenses of counsel) arising out of or related to such Attorney-In-Fact’s service as 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 consent 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 AgreementAttorney-In-Fact.

Irrevocable Proxy. In 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 event that Shareholder, for and in the name, place and stead of the Shareholder, to: (a) attend any Stockholder shall breach its ----------------- covenant set forth 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 7.14(b) at any such meeting; and (c) grant or withhold, such Stockholder (without any further action on such Stockholder's part) 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 have hereby irrevocably appointed Purchaser 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 of such Stockholder pursuant to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the provisions of section 212 Secretary of the DGCL, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to all shares of Common Stock, including Company. The Shareholder hereby affirms that the Shares, that 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 consent in lieu of any such meeting or otherwise, to vote such shares as irrevocable proxy set forth in this Section 7.1 above; provided 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 any such vote or other action this Section 5 is executed and intended to be irrevocable, subject, however, to automatic termination upon the termination of this Agreement pursuant to such proxySection 13(d). Notwithstanding the foregoing, Purchaser -------- the Parent shall not have the right (to exercise the proxy contained in this Section 5 and such the Parent's appointment as attorney-in-fact and proxy for and on behalf of the Shareholder shall not confer the right) to vote to reduce be rendered void, if Parent or Merger Sub shall have amended or modified the Offer Price or if Company shall have consented to a change described in Section 1.1(a)(i) of the Merger Consideration Agreement in a manner adverse to the Shareholder (as defined other than any extension of the Offer to the extent permitted in the Merger Agreement) or to otherwise modify or amend without obtaining 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 any share of Common Stock being purchased thereunder in violation of the 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 StockholderShareholder's obligations under 7.1 hereof) shall be given or prior written consent 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 Agreementconsent.

Irrevocable Proxy. In the event that any Stockholder shall breach its Each Pledgor hereby revokes all previous proxies ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney and proxy of such Stockholder pursuant with regard to the provisions of section 212 Pledged Securities and the Pledged Limited Liability Company Interests and, subject to any necessary prior approval of the DGCLFCC, with full power of substitution, appoints the Agent as its proxy-holder and attorney-in-fact to vote, (i) attend 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 meeting of stockholders and all meetings of the shareholders of the Pledged Company (whether annual or special not such Pledged Securities 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 prior to the termination of this 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 adjourned Event of Default and subject to Section 14(j) hereof. Each Pledgor hereby authorizes the Agent to substitute another Person (which Person shall be a successor to the rights of the Agent hereunder, a nominee appointed by the Agent to serve as proxy-holder, or postponed meetingotherwise as approved by such Pledgor in writing, such approval not to be unreasonably withheld) as the proxy-holder and, upon the occurrence or consent in lieu during the continuance of any such meeting or otherwiseEvent of Default, hereby authorizes and directs the proxy-holder to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have file this proxy and the right (and such proxy shall not confer substitution instrument with the right) to vote to reduce secretary of the Offer Price appropriate Pledged Company or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits appropriate officer of the Company or Pledged Entity. This proxy is coupled with an interest and is irrevocable until such time as no part of 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 any share of Common Stock being purchased thereunder in violation of the 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 theretoCommitment remains outstanding, all other proxies and powers of attorney with respect to the Shares that Stockholder may Obligations have heretofore appointed or granted, been indefeasibly paid in full and no subsequent proxy or power Letter of attorney (except in furtherance of Stockholder's obligations under 7.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by Stockholder with respect thereto so long as this Agreement Credit remains in effect. Each Stockholder shall forward to Purchaser any proxy cards that such Stockholder receives with respect to the Offer or the Merger Agreementoutstanding.

Irrevocable Proxy. In Solely with respect to the event that any Stockholder shall breach its ----------------- covenant set forth matters described in Section 7.11.1, 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 (at which point such Stockholder (without any further action on constitution and appointment shall automatically be revoked), as such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney Shareholder’s attorney, agent and proxy of (each such Stockholder pursuant to the provisions of section 212 of the DGCLconstitution and appointment, an “Irrevocable Proxy”), with full power of substitution, for and in the name, place and stead of such Shareholder, to vote, 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 Shareholder’s Subject Shares at any annual, special or other meeting of stockholders the shareholders of the Company (whether annual Company, and at any adjournment or special adjournments or postponement thereof, and whether or not an adjourned or postponed meeting) or in any action by written consent of the shareholders of the Company, on the matters and in lieu of any such meeting or otherwise, to vote such shares as set forth the manner specified in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms of this Agreement1.1. THIS EACH SUCH PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTERESTINTEREST 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 Stockholder Shareholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, revokes all other proxies and powers of attorney with respect to the all of such Shareholder’s Subject Shares that Stockholder may have heretofore been appointed or grantedgranted with respect to the matters covered by Section 1.1, and no subsequent proxy or power of attorney (except in furtherance of Stockholder's obligations under 7.1 hereof) shall be given or written consent executed (and if given or executedgiven, shall not be effective) by Stockholder such Shareholder with respect thereto so long as 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 remains in effectshall be binding upon the heirs, personal representatives, successors and assigns of such Shareholder. Each Stockholder shall forward 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 Purchaser comply with Section 1.1 and that, to the extent the Chief Financial Officer of the Company uses any proxy cards that such Stockholder receives Irrevocable Proxy, he will only vote the Subject Shares subject to such Irrevocable Proxy with respect to the Offer or matters specified in, and in accordance with the Merger Agreementprovisions of, Section 1.1.

Irrevocable Proxy. In the event that any Each Principal Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney appoints Buyer and any designee of Buyer, each of them individually, each such Principal Stockholder’s proxy and attorney-in-fact for and on behalf of such Principal Stockholder pursuant to the provisions of section Section 212 of the DGCLGeneral Corporation Law of the State of Delaware, as amended, with full power of substitutionsubstitution and resubstitution, to voteattend and to vote and act on each such Principal Stockholder’s behalf and in 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 stockholders of Parent, and otherwise at any adjournment or postponement of any such meeting, held during the term of this Agreement, and to 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 meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the 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 any written consent) with respect to each such Principal Stockholder’s Owned Shares, in all events and at all times during the Merger term of this Agreement by the parties thereto, all other proxies and powers of attorney with respect to the Shares that Stockholder may have heretofore appointed or grantedmatters referred to in, and no in accordance with, Section 3(a) hereof. Each Principal Stockholder affirms that this proxy is coupled with an interest, shall be irrevocable and shall not be terminated by operation of law or upon the occurrence of any other event other than the valid termination of this Agreement pursuant to Section 12 hereof. Each Principal Stockholder affirms that this irrevocable proxy set forth in this Section 4 is given in connection with and granted in consideration of and as an inducement to Buyer entering into the Purchase Agreement and that such irrevocable proxy is given to secure the obligations of such Principal Stockholder under Section 3(a) hereof. Each Principal Stockholder agrees to expeditiously take and shall expeditiously take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy including, without limitation, issuing, expeditiously executing and delivering any directions or legal proxies to the applicable record holder of such Principal Stockholder’s Owned Shares. Except in order to vote the Owned Shares in accordance with Section 3(a), each Principal Stockholder covenants and agrees not to grant any subsequent proxy or power of attorney (except in furtherance of with respect to such Principal Stockholder's obligations under 7.1 hereof) shall be given or written consent executed (’s Owned Shares, and further covenants and agrees that any such proxy, if given or executedgranted, shall not be valid or 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. In If, and only if, a Stockholder fails to comply with the event that any Stockholder shall breach its ----------------- covenant set forth in provisions of Section 7.12.01, such Stockholder (hereby agrees that such failure shall result, without any further action on 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) the Effective Time, (y) the termination of this Article II pursuant to Section 8.01(a) and (z) the termination of this Agreement pursuant to Section 8.01(b) (other than the certain specified Sections identified therein)(at which point such constitution and appointment shall automatically be revoked) as such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney attorney, agent and proxy of (such Stockholder pursuant to constitution and appointment, the provisions of section 212 of the DGCL"Irrevocable Proxy"), with full power of substitution, to vote, 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 Stockholder's Shares at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise), to vote such shares as set forth in Section 7.1 above; provided that and in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits by written consent of the Company or any stockholders of the Company (including Company, on the Stockholders) under matters and in 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 manner specified in effect at any time that (x) the Offer shall have expired or terminated without any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms of this AgreementSection 2.01. THIS PROXY AND POWER OF ATTORNEY IS ARE IRREVOCABLE AND COUPLED WITH AN INTERESTINTEREST 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, effective upon the execution and delivery of the Merger Agreement by the parties thereto, revokes all other proxies and powers of attorney with respect to the all such Stockholder's Shares that Stockholder may have heretofore been 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 consent executed (and if given or executedgiven, shall not be effective) by such Stockholder with respect thereto so long as thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of such Stockholder and any obligation of such Stockholder under this Agreement remains in effect. Each Stockholder shall forward to Purchaser any proxy cards that be binding upon the heirs, personal representatives, successors and assigns of such Stockholder receives with respect to the Offer or the Merger AgreementStockholder.

Irrevocable Proxy. In The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that such Stockholder has heretofore granted with respect to the event that Subject Shares. The Stockholder hereby irrevocably appoints Quartz as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (i) attend any Stockholder shall breach its ----------------- covenant and all meetings of stockholders of the Company, (ii) vote, express consent or dissent or issue instructions to the record holder to vote the Subject Shares in accordance with the provisions of Section 3(a) with respect to the matters set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part3(a) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney and proxy of such Stockholder pursuant to the provisions of section 212 of the DGCL, with full power of substitution, to 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 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 (whether annual iii) grant or special withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 3(a), all written consents with respect to the Subject Shares at any and whether or not an adjourned or postponed meeting) or consent in lieu all meetings of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits 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 (including and as such shall survive and not be affected by the Stockholdersdeath, incapacity, mental illness or insanity of the Stockholder, as applicable) under until the Offer termination of this Agreement 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 5. The 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 Company. The Stockholder hereby affirms that the proxy set forth in this Section 3(e) is given in connection with and granted in consideration of and as an inducement to Quartz to enter into the Merger Agreement or and this Agreement and that such proxy is given to reduce secure the obligations of Purchaser and/or Sub thereunder; such Stockholder under Section 3(a). The proxy set forth in this Section 3(e) is executed and provided further, that this -------- ------- proxy shall irrevocably cease intended to be in effect at any time that (x) irrevocable, subject, however, to its automatic termination upon the Offer shall have expired or terminated without any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms termination of this AgreementAgreement pursuant to Section 5. 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 With respect to any Subject Shares that are owned beneficially by the parties theretoStockholder 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), the Stockholder shall use reasonable efforts to take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and take all other proxies and powers of attorney actions provided for in this Section 3(e) 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 consent 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 AgreementSubject Shares.

Irrevocable Proxy. In Each party to this Agreement hereby constitutes and appoints the event that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1other parties hereto, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney and proxy each of such Stockholder pursuant to the provisions of section 212 of the DGCLthem, with full power of substitution, as the proxies of the party with respect to the matters set forth herein, including without limitation, election of persons as members of the Board in accordance with Section 1 hereto, votes to increase authorized shares pursuant to Section 1 hereof and votes regarding any Sale of the Company pursuant to Section 2 hereof, and hereby authorizes each of them to represent and to vote, if and otherwise act only if the party (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent or otherwise) consent), in a manner which is inconsistent with respect to all shares of Common Stock, including the Shares, that 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 consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of 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 this Agreement or the increase of authorized shares or approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Sections 1 and 2 respectively, of this Agreement. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTERESTThe proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 3.4 hereof. Each Stockholder party hereto hereby revokesrevokes any and all previous proxies with respect to the Shares and shall not hereafter, effective upon the execution unless and delivery of the Merger until this Agreement by the parties theretoterminates or expires pursuant to Section 3.4 hereof, all purport to grant any other proxies and powers proxy or power of attorney with respect to any of the Shares, deposit any of the Shares that Stockholder may have heretofore appointed into a voting trust or grantedenter into any agreement (other than this Agreement), and no subsequent arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or power of attorney (except in furtherance of Stockholder's obligations under 7.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by 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 give instructions with respect to the Offer or voting of any of the Merger AgreementShares, in each case, with respect to any of the matters set forth herein.

Irrevocable Proxy. In the event that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser Parent as the attorney attorney-in-fact and proxy of such Stockholder pursuant to the provisions of section 212 of the DGCLStockholder, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to all shares of Common Stock, Stock (including the Shares, ) that 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 consent in lieu of any such meeting or otherwise, otherwise to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- Parent shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the Company (including the Stockholders) under the Offer or the Merger Agreement or to reduce the obligations of Purchaser 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 any share shares of Common Stock being purchased thereunder thereunder, in violation of the terms of the Offer or the Merger Agreement or (y) Purchaser 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. 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 hereofINTEREST AND IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 212(e) shall be given or written consent executed (and if given or executed, shall not be effective) by Stockholder with respect thereto so long as this Agreement remains in effectOF THE DELAWARE GENERAL CORPORATION LAW. Each Stockholder shall forward execute and deliver to Purchaser Parent any proxy cards that such Stockholder receives with respect to vote in favor of the consummation of the Merger. Parent shall deliver to the Offer or Secretary of the Merger AgreementCompany any such proxy cards received by it at any meeting called to approve the consummation of the Merger.

Irrevocable Proxy. In Solely with respect to the event that any Stockholder shall breach its ----------------- covenant set forth matters described in Section 7.11.1, each Stockholder constitutes and appoints the Company, its general counsel, each member of the Special Committee and such Stockholder other persons as the Special Committee may designate, from and after the date hereof until the earlier to occur of the effective date of the Merger Agreement and the termination of this Agreement pursuant to Section 7 (without any further action on at which point such constitution and appointment shall automatically be revoked), as such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney ’s attorney, agent and proxy of (each such Stockholder pursuant to the provisions of section 212 of the DGCLconstitution and appointment, an “Irrevocable Proxy”), with full power of substitution, for and in the name, place and stead of such Stockholder, to vote, 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 Stockholder’s Subject Shares at any annual, special or other meeting of the stockholders of the Company (whether annual Company, and at any adjournment or special adjournments or postponement thereof, and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits by written consent of the Company or any stockholders of the Company (including Company, on the Stockholders) under matters and in 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 manner specified in effect at any time that (x) the Offer shall have expired or terminated without any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms of this AgreementSection 1.1. THIS EACH SUCH PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTERESTINTEREST 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, effective upon the execution and delivery of the Merger Agreement by the parties thereto, revokes all other proxies and powers of attorney with respect to the all of such Stockholder’s Subject Shares that Stockholder may have heretofore been appointed or grantedgranted with respect to the matters covered by Section 1.1, and no subsequent proxy or power of attorney (except in furtherance of Stockholder's obligations under 7.1 hereof) shall be given or written consent executed (and if given or executedgiven, shall not be effective) by such Stockholder with respect thereto so long as 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 remains in effectshall be binding upon the heirs, personal representatives, successors and assigns of such Stockholder. Each It is agreed that the Company will not use the Irrevocable Proxy granted by any Stockholder shall forward to Purchaser any proxy cards that unless such Stockholder receives fails to comply with Section 1.1 and that, to the extent the Company uses any such Irrevocable Proxy, it will only vote the Subject Shares subject to such Irrevocable Proxy with respect to the Offer or matters specified in, and in accordance with the Merger Agreementprovisions of, Section 1.1.

Irrevocable Proxy. In furtherance of the event that any Stockholder shall breach its ----------------- covenant set forth agreements contained in Section 7.13 of this Agreement and subject to the last sentence of this Section 5, such the Voting Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser grants to and appoints Parent and each of the executive officers of Parent, in their respective capacities as officers of Parent, as the attorney 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 of such Stockholder pursuant to the provisions of section 212 of the DGCL, and attorney-in-fact (with full power of substitution), to votefor and in the name, place 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 meeting of stockholders stead of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwiseVoting Stockholder, to vote all Subject Shares that are outstanding and beneficially owned by the Voting Stockholder from time to time, to grant or withhold a consent or approval in respect of the Subject Shares and to execute and deliver a proxy to vote the Subject Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is (subject to the last sentence of this Section 5) irrevocable (and as such shares shall survive and not be affected by the death, incapacity, mental illness or insanity of the Voting Stockholder) and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 12(d) hereof. The Voting Stockholder represents and warrants to Parent that all proxies heretofore given in respect of the Subject Shares are not irrevocable and that all such proxies have been properly revoked or are no longer in effect as of the date hereof. The Voting Stockholder hereby affirms that the irrevocable proxy set forth in this Section 7.1 above; provided that 5 is given by the Voting Stockholder in any such vote or other action pursuant to such proxyconnection with, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (in consideration of and as defined in the Merger Agreement) or to otherwise modify or amend an inducement to, Parent entering into the Merger Agreement and that such irrevocable proxy is given 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 secure 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms Voting Stockholder under Section 3 of this Agreement. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTERESTParent covenants and agrees with the Voting Stockholder that Parent will exercise the foregoing proxy consistent with the provisions of Section 3 of this Agreement. Each Stockholder hereby revokesNotwithstanding the foregoing, effective upon the execution and delivery of the Merger Agreement by the parties thereto, all other proxies and powers of attorney this irrevocable proxy shall terminate automatically with respect to the any Company Shares that the Voting Stockholder may have heretofore appointed Transfers 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 consent 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 which the Offer or the Merger AgreementVoting Stockholder enters into an agreement to Transfer, and upon any such event such Company Shares shall no longer be Subject Shares hereunder.

Irrevocable Proxy. In the event that Each hereby grants to, and appoints, Parent and any Stockholder shall breach its ----------------- covenant set forth in Section 7.1designee of Parent and each of Parent’s officers, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney Stockholder’s attorney, agent and limited proxy of such Stockholder pursuant to the provisions of section 212 of the DGCL, with full power of substitutionsubstitution and resubstitution, to vote, and otherwise act (by written consent or otherwise) the full extent of the Stockholder’s voting rights with respect to all shares of Common Stockthe Subject Securities, including the Shares, that such Stockholder is entitled to vote all the Subject Securities or grant a consent or approval, at any meeting of stockholders the Company Stockholders and in any action by written consent of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu Stockholders, until the earlier of any the acceptance of such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action Tender Shares pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the Company (including the Stockholders) under the Offer or the date of termination of 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms of this Agreement, in each case, solely with respect to the matters described in Section 4.1. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THIS LIMITED PROXY AND POWER OF ATTORNEY IS ARE IRREVOCABLE AND COUPLED WITH AN INTERESTINTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY. Each Stockholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, revokes all other proxies and powers power of attorney attorneys, with respect to all of the Shares Subject Securities that Stockholder may have heretofore been appointed or grantedgranted with respect to any matters covered by Section 4.1, and no subsequent proxy (whether revocable or irrevocable) or power of attorney (except in furtherance of Stockholder's obligations under 7.1 hereof) shall be given by such Stockholder with respect to any matters covered by Section 4.1, except as required by any letter of transmittal in connection with the Offer. If Stockholder is not the record owner of any of the Subject Securities, Stockholder shall request said record owner to grant an irrevocable proxy with respect to such Subject Securities in accordance with this Section 4.2, and Stockholder agrees to execute any further agreement or written consent executed form reasonably necessary or appropriate to confirm and effectuate the grant of the limited proxy contained in this Agreement or so granted by such record owner. Such limited proxy shall automatically terminate upon the termination of this Agreement in accordance with its terms or the termination of the Merger Agreement. Except as expressly set forth herein, Parent and Merger Sub acknowledges (i) that the limited proxy and if given or executed, power of attorney granted hereby shall not be effectiveeffective for any other purpose, and (ii) by such limited proxy and power of attorney shall not limit the rights of any Stockholder to vote or exercise its rights to consent in favor of or against, or abstain with respect thereto so long as this Agreement remains in effect. Each Stockholder shall forward to Purchaser to, any proxy cards that such Stockholder receives with respect matter presented to the Offer or Company’s stockholders that is not subject to the Merger Agreementlimited proxy and power of attorney granted to Parent in respect of the Subject Securities pursuant to this Section 4.2.

Irrevocable Proxy. In (i) Each Founding Unitholder hereby, effective immediately upon such Founding Unitholder’s execution and delivery to MLP of its Unitholder Consent and without the event that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without need for any further action on by such Stockholder's partFounding Unitholder, during the Term (as defined in Section 6(a) shall be deemed to have hereby below) (A) irrevocably appointed Purchaser as the attorney grants to, and appoints, Parent, and any Person designated in writing by Parent, and each of them individually, such Founding Unitholder’s proxy of such Stockholder pursuant to the provisions of section 212 of the DGCL, and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Founding Unitholder, to votevote all of the Covered Units owned by such Founding Unitholder, or grant a consent or approval in respect of such Covered Units, in accordance with the terms of Section 1(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 Founding Unitholder’s attorney-in-fact and proxy to vote the Covered Units owned by such Founding Unitholder, and otherwise act (by written to exercise all voting, consent or otherwise) and similar rights of such Founding Unitholder with respect to all shares of Common Stock, such Covered Units (including the Sharespower to execute and deliver written consents), that such Stockholder is entitled solely with respect to vote matters set forth in Section 1(b), at any every meeting of stockholders of the Company (whether annual or special Limited Partners and whether or not an adjourned or postponed meeting) or in every written consent in lieu of any such a meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of accordance with the terms of the Offer or Section 1(b). (yiii) Purchaser or Sub shall be Each Founding Unitholder hereby represents to Parent that any proxies heretofore given in violation respect of the terms Covered Units owned by such Founding Unitholder are not irrevocable and that any such proxies are hereby revoked, and such Founding Unitholder agrees to promptly notify MLP of this Agreement. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTERESTsuch revocation. Each Stockholder Founding Unitholder hereby revokes, effective upon affirms that the irrevocable proxy granted by it herein is given in connection with the execution and delivery of the Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of such Founding Unitholder under this Agreement. Each Founding Unitholder hereby further affirms that the irrevocable proxy 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 parties theretoterms hereof. (iv) All provisions of this Section 1, all other proxies and powers of attorney with respect to including the Shares that Stockholder may have heretofore appointed or granted, and no subsequent irrevocable proxy or power of attorney (except granted in furtherance of Stockholder's obligations under 7.1 hereof) shall be given or written consent executed (and if given or executedthis Section 1(c), 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 automatically terminate upon termination of the Offer or the Merger AgreementTerm.

Irrevocable Proxy. In (a) The Authorized 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 event Securities Exchange Act of 1934) of Shares. To the extent that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1it is a beneficial owner of Shares, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have the Authorized Participant does hereby irrevocably appointed Purchaser appoint the Distributor as the its attorney and proxy of such Stockholder pursuant to the provisions of section 212 of the DGCL, with full authorization and power to vote (or abstain from voting) the Authorized Participant's beneficially owned Shares of substitutiona 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), to vote, and otherwise act (by written consent which the Participant is or otherwise) with respect to all shares of Common Stock, including the Shares, that such Stockholder is may be entitled to vote at any meeting of stockholders of a Fund held after the Company (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) The Distributor, as 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 postponed meetingsubstitute 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 consent in lieu 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 such meeting or otherwise, to vote such shares on behalf of the Authorized Participant. (c) The appointment of the Distributor as set forth in attorney and proxy shall be deemed renewed each time Authorized Participant acquires Shares as a beneficial owner. The Distributor shall serve as an irrevocable attorney and proxy for the Authorized Participant under this Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right for so long (and such proxy shall not confer the rightonly so long) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the 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 consent 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 In the event applicable law prevents the assignment of the irrevocable power of attorney and proxy, or deems such power of attorney and proxy to expire due to the passage of time, the Authorized Participant hereby agrees to execute and deliver such additional documentation as may be necessary to cause the Distributor to serve as its attorney and proxy for the purposes discussed in this Agreement. This irrevocable proxy automatically shall forward to Purchaser any proxy cards that such Stockholder receives terminate with respect to the Offer any Fund or the Merger AgreementTrust as a whole, if the Distributor ceases to act as Distributor to any Fund or the Trust, as applicable. The Distributor may terminate this irrevocable proxy with sixty (60) days written notice to the Authorized Participant.

Irrevocable Proxy. In the event that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have The Shareholder hereby irrevocably appointed appoints Purchaser as the attorney and proxy of such Stockholder pursuant to the provisions of section 212 of the DGCLShareholder, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to all shares of Common Stock, including the Shares, Shares that such Stockholder Shareholder is entitled to vote at any meeting of stockholders shareholders of the Company (whether annual annual, special or special other meeting and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares Shares as set forth in Section 7.1 above2 hereof; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Merger Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders shareholders of the Company (including the StockholdersShareholder) under the Offer or the Merger Agreement or to reduce the obligations of Parent or Purchaser and/or Sub thereunder; and provided further, that this -------- ------- proxy shall irrevocably cease to be in effect at any time that (x) on the Offer shall have expired or terminated without any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms of this AgreementTermination Date. SUBJECT TO THE FOREGOING, THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Stockholder The Shareholder hereby revokes, effective upon the execution and delivery of the Merger this Agreement by the parties theretohereto, all other proxies and powers of attorney with respect to the Shares that Stockholder he may have heretofore appointed or granted, and no subsequent proxy or power of attorney (except in furtherance of Stockholder's his obligations under 7.1 Section 2 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by Stockholder him with respect thereto so long as this Agreement remains in effect. Each Stockholder The Shareholder shall forward to Parent and Purchaser any proxy cards that such Stockholder the Shareholder receives with respect to the Offer or the Merger Agreement.

Irrevocable Proxy. In the event Such Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without has heretofore granted with respect to the Subject Shares. Such Stockholder hereby irrevocably appoints Parent and any further action designee of Parent as attorney-in-fact and proxy for and on behalf of such Stockholder's part, for and in the name, place and stead of such Stockholder, to: (a) attend any and all meetings of the Company’s stockholders, (b) vote, express consent or dissent or issue instructions to the record holder to vote such Stockholder’s Subject Shares in accordance with the provisions of Section 4.1 at any and all meetings of the Company’s stockholders or in connection with any action sought to be taken by written consent of the Company’s stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4.1, all written consents with respect to the Subject 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 have hereby irrevocably appointed Purchaser as the attorney and be a proxy of such Stockholder pursuant to coupled with an interest, is irrevocable in accordance with the provisions of section 212 Section 212(e) of the DGCLDGCL (and, with full power without limiting the foregoing, as such shall survive and not be affected by the death, incapacity, mental illness or insanity of substitutionsuch Stockholder, as applicable) until the later to 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 meeting of stockholders occur of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu termination of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the Company (including the Stockholders) under the Offer or the Merger Agreement or the termination of such Stockholder’s obligations under this Section 4.5 pursuant to reduce Section 5.2. 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 of the Company. Such Stockholder hereby affirms that the proxy set forth in this Section 4.5 is given in connection with and granted in consideration of and as an inducement to Parent and the Purchaser to enter into the Merger Agreement and that such proxy is given to secure the obligations of Purchaser and/or Sub thereunder; the Stockholder under Section 4.1. Upon delivery of written request to do so by Parent, each such Stockholder shall as promptly as practicable execute and provided further, deliver to Parent a separate written instrument or proxy that this -------- ------- proxy shall irrevocably cease to be in effect at any time that (x) the Offer shall have expired or terminated without any share of Common Stock being purchased thereunder in violation of embodies the terms of the Offer or (y) Purchaser or Sub shall be irrevocable proxy set forth 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 consent 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 AgreementSection 4.5.

Irrevocable Proxy. (a) In furtherance of the event that any Stockholder shall breach its ----------------- covenant set forth agreements contained in Section 7.18 of this Agreement, each Stockholder Party hereby irrevocably 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 (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney and proxy of such Stockholder pursuant to the provisions of section 212 of the DGCL, with full power of substitution), for and in the name, place and stead of such Stockholder Party, to vote, and otherwise act (by written consent or otherwise) with respect to vote all shares of Company Common StockStock 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 Merger Agreement and approving the transactions contemplated thereby, including the SharesMerger and (ii) against any Alternative Transaction or any other matter referred to in clause (b) of Section 5 hereof. (b) Each Stockholder Party represents and warrants to the Parent that any proxies heretofore given by it in respect of shares of Company Common Stock are not irrevocable, and that 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 consent in lieu of any such meeting or otherwiseproxies are hereby revoked, and agrees to vote communicate in writing notice of revocation of such shares as proxies to the relevant proxy holders. (c) Each Stockholder Party hereby affirms that the irrevocable proxy set forth in Section 7.1 above; provided that 8(a) is given in any such vote or other action pursuant to such proxyconnection with, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the Company (including the Stockholders) under the Offer or the Merger Agreement or to reduce the obligations of Purchaser and/or Sub thereunder; and provided furtherconsideration of, that this -------- ------- proxy shall irrevocably cease to be in effect at any time that (x) the Offer shall have expired or terminated without any share of Common Stock being purchased thereunder in violation of the 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 grantedParent, and no subsequent that such irrevocable proxy or power is given to secure the performance of attorney (except in furtherance the duties of Stockholder's obligations such Stockholder Party under 7.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by Stockholder with respect thereto so long as this Agreement remains in effectAgreement. Each Stockholder shall forward to Purchaser any Party hereby further affirms that the irrevocable proxy cards is coupled with an interest and may under no circumstances be revoked. Such Stockholder Party hereby ratifies and confirms all that such Stockholder receives irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with respect to the Offer or provisions of Section 212 of the Merger AgreementDGCL.

Irrevocable Proxy. In (a) Until this Agreement is terminated, each Stockholder (i) hereby irrevocably agrees to vote, and/or act by written consent with respect to, the event that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1Subject Shares, if any, owned by such Stockholder at any annual, special or other meeting of the holders of shares of the Company's capital stock and at any adjournment or postponement thereof or pursuant to any written consent in lieu of a meeting, to the fullest extent that the Subject Shares are entitled to be voted, in favor of the adoption of the Merger Agreement, approval of the Mergers and any other transactions contemplated by the Merger Agreement and (without any further action on such Stockholder's partii) shall be deemed to have in furtherance of the foregoing, hereby irrevocably appointed Purchaser as the attorney appoints Ameritrade, its officers, agents and proxy of such Stockholder pursuant to the provisions of section 212 of the DGCLnominees, with full power of substitution, as proxy for and attorney in fact of the Stockholder to act with respect to and to vote, and otherwise and/or act (by written consent or otherwise) with respect to all 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 holders of shares of Common Stock, including the Shares, that such Stockholder is entitled to vote Company's capital stock and at any meeting of stockholders of the Company (whether annual adjournment or special and whether postponement thereof or not an adjourned or postponed meeting) or pursuant to any written consent in lieu of any such meeting or otherwisea meeting, to vote the fullest extent that the Subject Shares are entitled to be voted, in favor of the adoption of the Merger Agreement, approval of the Mergers and any other transactions contemplated by the Merger Agreement; provided, that Ameritrade or its officers and nominees may exercise this irrevocable proxy only if such shares Stockholder fails to comply with the terms of this Section 1(a)(i).. In all other matters, the Subject Shares shall be voted by and in the manner determined by the Stockholder. Each Stockholder hereby represents that he has not heretofore granted an irrevocable proxy with respect to the Subject Shares and hereby revokes any and all proxies which may heretofore have been granted with respect to the Subject Shares, except as set forth in Section 7.1 above; provided Annex A. (b) Each Stockholder understands and acknowledges that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend Ameritrade is entering into the Merger Agreement to reduce in reliance upon 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; Stockholder's execution 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms delivery of this Agreement. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Stockholder hereby revokes, effective upon affirms that the irrevocable proxy set forth in this Section 2 is given in connection with and as an inducement for the execution and delivery by Ameritrade of the Merger Agreement by and to secure the parties thereto, all other proxies and powers performance of attorney with respect to the Shares that Stockholder may have heretofore appointed or granted, and no subsequent proxy or power duties of attorney (except in furtherance of Stockholder's obligations under 7.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by 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.under this

Irrevocable Proxy. In The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the event that Stockholder has heretofore granted with respect to the Subject Shares. The Stockholder hereby irrevocably appoints the Company as attorney-in-fact and proxy for and on behalf of the Stockholder, for and in the name, place and stead of the Stockholder, to: (a) attend any Stockholder shall breach its ----------------- covenant set forth and all 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 7.11.1 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 and (c) grant or withhold, such Stockholder (or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of 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 further action on such Stockholder's part) purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to have hereby irrevocably appointed Purchaser be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2. The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of PubCo. The Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Company, PubCo and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. 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), the Stockholder shall take all action necessary to cause the record holder of such Stockholder pursuant Subject Shares to grant the provisions of section 212 of the DGCL, with full power of substitution, to vote, irrevocable proxy and otherwise act (by written consent or otherwise) take all other actions provided for in this Section 1.4 with respect to all shares of Common Stock, including the such Subject Shares, that 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 consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the 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 consent 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. In the event that any a Stockholder shall breach fail (whether willfully, negligently or inadvertently) to comply with the provisions of Section 1.01 hereof as determined by Oak Hill in its ----------------- covenant set forth in Section 7.1reasonable judgment (a "Defaulting Stockholder"), such Stockholder (agrees that such failure shall constitute, without any further action on by such Stockholder, the irrevocable appointment of Oak Hill, until termination of this Agreement, as such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney and proxy of such Stockholder pursuant to the provisions of section 212 Section 615 of the DGCLMaine Business Corporation Act, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to all shares of Common Stock, including the Shares, that Shares 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, to vote such shares as set forth on the matters and in the manner specified in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms of this Agreement1.01 hereof. 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, revokes all other proxies and powers of attorney with respect to the Shares that which such Stockholder may have heretofore appointed or grantedgranted 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 (except in furtherance of Stockholder's obligations under 7.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by such Stockholder with respect thereto so long as thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of each Stockholder and any obligation of a Stockholder under this Agreement remains in effectshall be binding upon the heirs, personal representatives and successors of such Stockholder. Each Stockholder Oak Hill may effect its rights to exercise the proxy pursuant to this Section 1.02 without notice to any Defaulting Stockholder, and the Company shall forward accept any such proxy delivered to Purchaser any proxy cards that such Stockholder receives the Company by Oak Hill with respect to a vote or stockholder action referred to in Section 1.01 and such proxy shall override any purported vote or action by the Offer or the Merger Agreementrelevant Defaulting Stockholder.

Irrevocable Proxy. In Subject to and to the event that any extent permitted by the laws of the State of Texas, each Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser appoints Parent and any authorized representatives and designees thereof as the attorney its lawful proxy and proxy of such Stockholder pursuant attorney-in-fact to the provisions of section 212 of the DGCL, exercise with full power in such Stockholder’s name and on its behalf such Stockholder’s right to vote all of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to all the shares of Common Stock, including outstanding Stock owned by the Shares, that such Stockholder is entitled to vote at any regular or special meeting of the stockholders of the Company (whether annual for the express purpose of electing any one or more members to the Board or approving any Change in Control transaction or agreement. If voting under such proxy Parent and any authorized representatives and designees thereof shall vote under this proxy on behalf of each such Stockholder in the same manner as Parent votes any outstanding shares of Stock owned by it at any such regular or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the Company (including for the Stockholders) under the Offer express purpose of electing any one 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 any share of Common Stock being purchased thereunder in violation of the 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 more members to the Shares that Stockholder may have heretofore appointed Board or granted, approving any Change in Control transaction or agreement. This proxy is irrevocable and no subsequent proxy or power of attorney (except in furtherance of Stockholder's obligations under 7.1 hereof) shall be given or written consent executed (is coupled with an interest and if given or executed, shall not be effective) by Stockholder with respect thereto so terminable as long as this Agreement remains in effecteffective among the parties hereto, their successors, transferees and assigns and, if such Stockholder is a natural person, shall not terminate on the disability or incompetence of such Stockholder. The Company is hereby requested and directed to honor this proxy upon its presentation by Parent and any authorized representatives and designees thereof, without any duty of investigation whatsoever on the part of the Company. Each Stockholder shall forward to Purchaser any proxy cards that such Stockholder receives with respect agrees that the Company, and the Company’s secretary shall not be liable to such Stockholder for so honoring this proxy. This Section 15 shall be terminable by Stockholder upon the Offer or earlier of (x) a Qualified Public Offering, (y) the Merger Agreementfifth anniversary of the Commencement Date and (z) the occurrence of a Change in Control. [Signatures on next page.]

Irrevocable Proxy. In the event that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1By executing this Agreement, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have each Holder does hereby irrevocably appointed Purchaser as the attorney appoint ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and proxy of such Stockholder pursuant to the provisions of section 212 of the DGCL▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and each individually, with full power of substitutionsubstitution and resubstitution, as such Holder’s true and lawful attorney and irrevocable proxy, to the fullest extent of such Holder’s rights with respect to the Remainder Preferred Shares and Post-Initial Conversion Common Shares, to vote, and otherwise act to execute written consents with respect to, each of such Remainder Preferred Shares and Post-Initial Conversion Common Shares solely with respect to the matters set forth in Section 7 and Section 9 hereof. Each Holder intends for this proxy to be irrevocable and coupled with an interest hereunder until (by written consent or otherwisex) with respect to all shares of the Post-Initial Conversion Common Stock, including the Shares, that such Stockholder is entitled to vote at any meeting of stockholders of the business day following the Company Stockholders Meeting (whether annual or special the “Expiration Time”) and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser with respect to the Remainder Preferred Shares, until the date that no Series A Preferred Stock is outstanding. Each Holder affirms that the irrevocable proxy 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 Sub shall be 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 violation of any manner inconsistent with the terms of this Agreementirrevocable proxy until after the Expiration Time or the date that no Series A Preferred Stock is outstanding, as applicable. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Stockholder hereby revokesNotwithstanding anything contained herein to the contrary, effective upon the execution and delivery of the Merger Agreement by the parties thereto, all other proxies and powers of attorney 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 Stockholder may have heretofore appointed 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 grantedpowers 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 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 irrevocable; provided, however, that no subsequent proxy or power of attorney from ▇▇▇▇▇▇▇▇▇ to Coliseum Capital Management, LLC (except in furtherance “CCM”), or any of Stockholder's obligations under 7.1 hereof) its affiliates relating to the Series A Preferred Stock or the Common Stock shall be given or written consent executed (and if given or executed, shall not be effective) by Stockholder with respect thereto so long as revoked. The Company may terminate 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 Agreementa Holder at any time in its sole discretion by written notice provided to such Holder.

Irrevocable Proxy. In the event that (i) Stockholder hereby (A) irrevocably grants to, and appoints, Parent, and any Stockholder shall breach its ----------------- covenant set forth person designated in Section 7.1writing by Parent, such Stockholder and each of them individually, Stockholder’s proxy and attorney-in-fact (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney and proxy of such Stockholder pursuant to the provisions of section 212 of the DGCL, with full power of substitution), for and in the name, place and stead of Stockholder, to vote, and otherwise act (by written vote all of the Covered Shares or grant a consent or otherwise) approval in respect of the Covered Shares, in accordance with the terms of Section 2 hereof, solely with respect to matters set forth in Sections 2(i) – (v) hereof, and (B) revokes any and all shares proxies heretofore given in respect of Common Stockthe 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 time after the date hereof and prior to the Expiration Date to act as Stockholder’s attorney-in-fact and proxy to vote the Covered Shares, and to exercise all voting, consent and similar rights of Stockholder with respect to the Covered Shares (including the Sharespower to execute and deliver written consents), that such Stockholder is entitled solely with respect to vote matters set forth in Sections 2(i) – (v) hereof, at any meeting of stockholders of the every Company (whether annual or special Stockholders Meeting and whether or not an adjourned or postponed meeting) or in every written consent in lieu of any such a meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of accordance with the terms of the Offer or Section 2 hereof. (yiii) Purchaser or Sub shall be Stockholder hereby represents to Parent that any proxies heretofore given in violation respect of the terms Covered Shares are not irrevocable and that any such proxies are hereby revoked, and Stockholder agrees to promptly notify the Company of this Agreementsuch revocation. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Stockholder hereby revokes, effective upon affirms that the irrevocable proxy granted herein is given in connection with the execution and delivery of the Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under 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. Without limiting the parties theretogenerality of the foregoing, all other proxies such irrevocable proxy is executed and powers intended to be irrevocable in accordance with the provisions of attorney Section 212 of the DGCL. If for any reason the proxy granted herein is not irrevocable, Stockholder agrees to vote the Covered Shares in accordance with Section 2 hereof, solely with respect to the Shares that Stockholder may have heretofore appointed or granted, and no subsequent proxy or power of attorney matters set forth in Sections 2(i) – (except in furtherance of Stockholder's obligations under 7.1 v) hereof) shall be given or written consent 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. In Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that Stockholder has heretofore granted with respect to the event that Subject Shares. Stockholder hereby irrevocably appoints Purchaser as attorney-in-fact and proxy for and on behalf of Stockholder, for and in the name, place and stead of Stockholder, to: (a) attend any and all meetings of the Company Stockholders, (b) vote, express consent or dissent or issue instructions to the record holder to vote the Subject Shares in accordance with the provisions of Section 1.1 at any and all meetings of the Company Stockholders or in connection with any action sought to be taken by written consent of the Company Stockholders without a meeting, including with respect to the Stockholder shall breach its ----------------- covenant set forth Written Consent, and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of the Company Stockholders or in Section 7.1connection with any action sought to be taken by written consent of the Company Stockholders without a meeting, such including with respect to the Stockholder (without Written Consent. P▇▇▇▇▇▇▇▇ agrees not to exercise the proxy granted herein for any further action on such Stockholder's part) purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to have hereby irrevocably appointed Purchaser be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the attorney death, incapacity, mental illness or insanity of Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2. Stockholder authorizes such 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. Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Purchaser to enter into the Purchase Agreement and that such proxy is given to secure the obligations of Stockholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. 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), Stockholder shall take all action necessary to cause the record holder of such Stockholder pursuant Subject Shares to grant the provisions of section 212 of the DGCL, with full power of substitution, to vote, irrevocable proxy and otherwise act (by written consent or otherwise) take all other actions provided for in this Section 1.4 with respect to all shares of Common Stock, including the such Subject Shares, that 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 consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the 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 consent 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. (a) In accordance with Section 82(5) of the event that any BVI Business Companies Act, 2004 and Article 64 of the Company’s articles of association, the Management Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser appoints SAC CBI and any authorized representatives and designees thereof as the attorney its lawful proxy and proxy of such Stockholder pursuant attorney-in-fact to the provisions of section 212 of the DGCL, exercise with full power in the Management Stockholder’s name and on its behalf, the Management Stockholder’s right to vote all of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to all the shares of outstanding Common StockStock then (or, including as applicable, on the Shares, that record date for such action) owned by the Management Stockholder is entitled to vote at any regular or special meeting of the stockholders of the Company (whether annual Company, or special and whether or not an adjourned or postponed meeting) or written consent in lieu of any such meeting or otherwisethereof, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) holder’s sole discretion, on any and all matters, including in favor of or in opposition to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the Company (including the Stockholders) under the Offer or the Merger Agreement or to reduce the obligations of Purchaser and/or Sub thereunder; directors. This proxy is irrevocable 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 any share of Common Stock being purchased thereunder in violation of the 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 is coupled with an interest 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 consent executed (and if given or executed, shall not be effective) by Stockholder with respect thereto so terminable as long as this Agreement remains in effecteffect and, if the Management Stockholder is a natural person, shall not terminate on the Disability or incompetence of the Management Stockholder. Each The Company is hereby requested and directed to honor this proxy upon its presentation by SAC CBI and any authorized representatives and designees thereof, without any duty of investigation whatsoever on the part of the Company. The Management Stockholder agrees that the Company, including the Company’s officers, directors and employees, shall forward not be liable to Purchaser the Management Stockholder for honoring this proxy. If, for any reason, this proxy cards 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 19(a) that such Stockholder receives applies with respect to one or more particular matters to be voted on by the Offer 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 Memorandum of Association and Articles of Association of the Company (as amended from time to time, the “Memorandum and Articles”) to an obligation of SAC CBI or any of its Affiliates or successors to purchase or make an offer to purchase any or all shares of Common Stock (including pursuant to Article 163 of the Merger AgreementMemorandum and Articles).

Irrevocable Proxy. In the event that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1If, and only if, such Stockholder (fails to comply with the provisions of Section 2.01, such Stockholder hereby agrees that such failure shall result, without any further action on by such Stockholder effective as of the 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 earlier to occur of the Closing and the termination of this Agreement (at which point such constitution and appointment shall automatically be revoked) as such Stockholder's partattorney, agent and proxy, (such constitution and appointment, the "Irrevocable Proxy") shall be deemed to have hereby irrevocably appointed Purchaser as the attorney and proxy of such Stockholder pursuant to the provisions of section 212 of the DGCL, with full power of substitution, to vote, 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 Stockholder's Shares at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent ), on the matters and in lieu of any such meeting or otherwise, to vote such shares as set forth the manner specified in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms of this Agreement2.01. THIS PROXY AND POWER OF ATTORNEY IS ARE IRREVOCABLE AND COUPLED WITH AN INTERESTINTEREST 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, effective upon the execution and delivery of the Merger Agreement by the parties thereto, revokes all other proxies and powers of attorney with respect to the such Stockholder's Shares that Stockholder may have heretofore been 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 consent executed (and if given or executedgiven, shall not be effective) by such Stockholder with respect thereto so long as thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of such Stockholder and any obligation of such Stockholder under this Agreement remains in effect. Each Stockholder shall forward to Purchaser any proxy cards that be binding upon the heirs, personal representatives, successors and assigns of such Stockholder receives with respect to the Offer or the Merger AgreementStockholder.

Irrevocable Proxy. In the event that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have Each Shareholder hereby irrevocably appointed Purchaser as constitutes and appoints Parent or any designee of Parent the lawful agent, attorney and proxy of such Stockholder pursuant to Shareholder during the provisions term of section 212 of the DGCL, with full power of substitutionthis Agreement, to votevote all of his, and otherwise act (by written consent her or otherwise) with respect to all shares of Common Stock, including the Shares, that such Stockholder is entitled to vote its Shares at any meeting or in connection with any written consent of stockholders the Company's shareholders (a) in favor of the Merger, (b) in favor of the Merger Agreement, as such may be modified or amended from time to time, (c) against any Acquisition Transaction (other than the Merger) or other merger, sale, or other business combination between the Company and any other person or entity or any other action which would make it impractical for Parent to effect a merger or other business combination of the Company with Parent or Sub, and (whether annual d) against any other action or special and whether or not an adjourned or postponed meeting) or consent agreement that would result in lieu a breach of any such meeting covenant, representation or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in warranty or any such vote other obligation or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits agreement of the Company or any stockholders of the Company (including the Stockholders) under the Offer or the Merger Agreement or to reduce which would result in any of the Company's obligations of Purchaser and/or Sub thereunder; and provided further, that this -------- ------- under the Merger Agreement not being fulfilled. This proxy shall irrevocably cease not authorize Parent to vote the Shares on any matters other than those specified above which may be presented to the Company's shareholders at any meeting or in effect connection with any written consent of the Company's shareholders. This power of attorney is irrevocable, is granted in consideration of Parent entering into the Merger Agreement and is coupled with an interest sufficient in law to support an irrevocable power. This appointment shall revoke all prior attorneys and proxies appointed by any Shareholder at any time that (x) the Offer shall have expired or terminated without any share of Common Stock being purchased thereunder in violation of the 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 the matters set forth in clauses (a) through (d) above and no subsequent proxy attorneys or power of attorney (except in furtherance of Stockholder's obligations under 7.1 hereof) shall proxies will be given appointed by such Shareholder, or written consent 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 Agreementthereto.

Irrevocable Proxy. In the event that any Stockholder (a) Shareholder hereby constitutes and appoints Acquisition, which shall breach its ----------------- covenant set forth in Section 7.1act by and through ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney and proxy a "Proxy Holder"), or either of such Stockholder pursuant to the provisions of section 212 of the DGCLthem, with full power of substitution, to vote, its true and otherwise act (by written consent or otherwise) with respect to all shares of Common Stock, including the Shares, that such Stockholder is entitled lawful proxy and attorney-in-fact to vote at any meeting of stockholders (and any adjournment or postponement thereof) of the Company Company's shareholders called for purposes of considering whether to approve the Merger Agreement (whether annual including the agreements referred to therein), the Merger or special and whether any of the other transactions contemplated by the Merger Agreement (or not an adjourned any such other agreements), or postponed meeting) 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 otherwise, to vote such shares as set forth written consent in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits favor 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 any share of Common Stock being purchased thereunder in violation of the 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 approval of the Merger Agreement (including the agreements referred to therein), the Merger and the other transactions contemplated by the parties theretoMerger Agreement (or any such other agreements), all other proxies and powers of attorney with respect such modifications to the Shares that Stockholder Merger Agreement (or any such other agreements) as the parties thereto may have heretofore appointed make, or grantedagainst a Third Party Acquisition, as the case may be. (b) The proxy and no subsequent proxy or power of attorney (except in furtherance of Stockholder's obligations under 7.1 hereof) granted herein shall be given 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 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 incapacity of Shareholder. (c) If Shareholder fails for any reason to vote his or her Shareholder Shares in accordance with the 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 executed (of the Company's shareholders in accordance with the provisions of this Section 2. The vote of a Proxy Holder shall control in any conflict between a vote of such Shareholder Shares by a Proxy Holder and if given or executed, shall not be effective) a vote by Stockholder with respect thereto so long as this Agreement remains in effect. Each Stockholder shall forward to Purchaser any proxy cards that Shareholder of such Stockholder receives with respect to the Offer or the Merger AgreementShareholder Shares.

Irrevocable Proxy. In order to ensure that the event that any Stockholder shall breach its ----------------- covenant voting agreement set forth in Section 7.11.1 and the other obligations of each Stockholder hereunder will be carried out, such each Stockholder hereby grants an irrevocable proxy, coupled with an interest, in the form attached hereto as Exhibit A (without any further action on the "Irrevocable Proxy") to, and hereby constitutes and appoints AMCON and each of its officers as such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the sole and exclusive attorney and proxy of such Stockholder pursuant to the provisions of section 212 Section 414-33(c) of the DGCLHawaii Business Corporations Act, with full power of substitution, (a) to vote, vote and otherwise act (by written consent or otherwise) with respect to all shares of Common Stock, including the Shares, that Shares and the Other Securities which such Stockholder is entitled to vote at the Company Stockholders Meeting and any other meeting of stockholders of the Company (whether annual Stockholders, or special and whether or not an adjourned or postponed meeting) or pursuant to any written consent in lieu of a meeting of the Company Stockholders, and at any adjournment or postponement thereof on the matters and in 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 meeting reasonable actions in connection with or otherwise, to vote in furtherance of the obligations of such shares as Stockholder set forth in Section 7.1 above; provided that this Agreement and in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits furtherance of each 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms of this Agreementtransactions. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Such Stockholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, revokes all other proxies and powers of attorney with respect to the Shares and the Other Securities that such Stockholder may have heretofore appointed or grantedgranted that would prevent such Stockholder from performing its obligations hereunder, and no subsequent proxy or power of attorney (except in furtherance of Stockholder's obligations under 7.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by such Stockholder with respect thereto so long as thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of any Stockholder and any obligation of such Stockholder under this Agreement remains in effect. Each Stockholder shall forward to Purchaser any proxy cards that be binding upon the heirs, personal representatives, successors and permitted assigns of such Stockholder receives with respect to the Offer or the Merger AgreementStockholder.

Irrevocable Proxy. In (i) Contemporaneously with the execution of this Agreement, Canopy shall deliver, or cause to be delivered, 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") on behalf of Canopy in connection with any vote of the stockholders 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, except as set forth below. (ii) Notwithstanding the foregoing, in the event that Canopy and a Contested Investor (as defined below) disagree as to how to vote any Stockholder shall breach its ----------------- covenant set forth in Contested Proxy Securities (as defined below) on any COC Issue after the procedures of Section 7.1, 2.2(b) below and either (A) such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as Contested Investor exercises the attorney and proxy of such Stockholder Put Right pursuant to Section 2.2(c) below and Canopy tenders the provisions of section 212 of the DGCL, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) Put Price with respect to all shares of Common Stockthe Put Shares or (B) such Contested Investor does not exercise the Put Right, including the SharesIrrevocable Proxy shall be without any force or effect with respect to, that such Stockholder is and Advent shall not be entitled to vote at any meeting of stockholders of vote, the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant Contested Proxy Securities with respect to such proxyCOC Issue. In such event, Purchaser -------- Canopy shall not have vote the right (and Contested Proxy Securities on such proxy shall not confer COC Issue in accordance with the right) to vote to reduce the Offer Price or the Merger Consideration Canopy Vote Notice (as defined in below) and, if the Merger AgreementIrrevocable Proxy is not terminated pursuant to Section 2.2(a)(iii) or below due to otherwise modify or amend the Merger Agreement to reduce the rights or benefits Canopy's purchase of the Company or any stockholders of Put Shares, 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub Irrevocable Proxy shall be in violation of reinstated immediately after 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 Vote Date with respect to the Shares that Stockholder may have heretofore appointed or granted, such Contested Proxy Securities and no subsequent proxy or power of attorney (except shall thereafter continue in furtherance of Stockholder's obligations under 7.1 hereof) shall be given or written consent executed (full force 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 effect with respect to any future COC Issue, except to the Offer extent provided in this Section 2.2. (iii) The Irrevocable Proxy shall terminate on the date upon which the Investors cease to Beneficially Own in the aggregate more than fifty percent (50%) of the shares of Series A Preferred Stock they Beneficially Own as of the date hereof (subject to appropriate adjustment in the event of any stock dividend, stock split, reverse stock split, combination, split-up, recapitalization and like occurrences on or after the Merger Agreementdate hereof affecting the Series A Preferred Stock).

Irrevocable Proxy. In Solely with respect to the matters described in Section 1.1, and subject to Section 1.4 below, if Stockholder has not taken a Qualifying Action (as defined below) on or prior to the fifth (5th) Business Day prior to the Special Meeting (including any adjournments or postponements thereof) or any other meeting, date or event that any 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 shall breach its ----------------- covenant hereby irrevocably (to the fullest extent permitted by law and subject to the termination of this Agreement as set forth in Section 7.11.4) appoints Parent as its proxy with full power of substitution (which proxy is irrevocable and which appointment is coupled with an interest, such 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 (without 3rd) Business Day prior to the Voting Event and until the date of the applicable Voting Event. Stockholder agrees to execute any further action on 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 part’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 required hereunder at any Voting Event, Stockholder shall be deemed to have hereby irrevocably appointed Purchaser affirmed as the attorney and proxy of such Stockholder pursuant to the provisions of section 212 of the DGCL, with full power of substitution, to 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 meeting of stockholders time of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have Voting Event the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the 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 Subject Shares that Stockholder may have heretofore appointed granted in this Section (notwithstanding any other action taken since the date hereof) and Parent (or granted, and no subsequent proxy or power of attorney (except in furtherance of Stockholder's obligations under 7.1 hereofits designee) shall be given or written consent 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 entitled to the Offer proxy and vote the Subject Shares in its discretion at or in connection with the Merger Agreementapplicable Voting Event.

Irrevocable Proxy. In the event that If, and only if, any Stockholder shall breach its ----------------- covenant set forth in fails to comply with the provisions of Section 7.12.01, such Stockholder (hereby agrees that such failure shall result, without any further action on by such Stockholder effective as of the 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 earlier to occur of the Closing and the termination of this Agreement (at which point such constitution and appointment shall automatically be revoked) as such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney attorney, agent and proxy of (such Stockholder pursuant to constitution and appointment, the provisions of section 212 of the DGCL"IRREVOCABLE PROXY"), with full power of substitution, to vote, 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 Stockholder's Shares at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent ), on the matters and in lieu of any such meeting or otherwise, to vote such shares as set forth the manner specified in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms of this Agreement2.01. THIS PROXY AND POWER OF ATTORNEY IS ARE IRREVOCABLE AND COUPLED WITH AN INTERESTINTEREST 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, effective upon the execution and delivery of the Merger Agreement by the parties thereto, revokes all other proxies and powers of attorney with respect to the such Stockholder's Shares that Stockholder may have heretofore been 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 consent executed (and if given or executedgiven, shall not be effective) by any Stockholder with respect thereto so long as thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of any Stockholder and any obligation of the Stockholder under this Agreement remains in effect. Each Stockholder shall forward to Purchaser any proxy cards that be binding upon the heirs, personal representatives, successors and assigns of such Stockholder receives with respect to the Offer or the Merger AgreementStockholder.

Irrevocable Proxy. In the event that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney and proxy of such Stockholder pursuant At all times prior to the provisions of section 212 Termination Date, (a) Shareholder hereby grants to the Company (and any designee of the DGCLCompany) a proxy (and appoints the Company or any such designee of the Company as its attorney-in-fact) to appear, with full power of substitutioncause to be counted, to vote, and otherwise act (by written to exercise all voting and consent or otherwise) rights of Shareholder with respect to all shares of Common Stockto, the Covered Shares (including the Sharespower to execute and deliver written consents) in accordance with, that such Stockholder is entitled to vote and solely with respect to, Section 1(a)(i) at any meeting of stockholders shareholders of the Company (whether annual annual, special or special otherwise and whether or not an adjourned or postponed meeting) at which any of the transactions, actions or proposals contemplated by Section 1(a)(i) are or will be considered and in every written consent in lieu of any such meeting and (b) such proxy and appointment shall (i) be irrevocable in accordance with the provisions of Bermuda law, (ii) be coupled with an interest and (iii) survive the dissolution, bankruptcy or otherwise, to vote such shares as set forth in Section 7.1 aboveother incapacity of Shareholder; provided that Shareholder’s grant of the proxy contemplated by this Section 24 shall be effective only if, Shareholder has not delivered to the Company at least five (5) Business Days prior to the meeting at which any of the matters described in Section 1(a)(i) are to be considered, or within five (5) Business Days after any request for a written consent in lieu of such vote or other action pursuant to such proxymeeting addressing any of the matters described in Section 1(a)(i), Purchaser -------- shall not have a duly executed proxy card directing that all of the right (and Covered Shares of Shareholder be voted in accordance with Section 1(a)(i); provided, further, that any grant of such proxy shall not confer grant the Company (or any designee of the Company) the right) , and Shareholder shall retain the authority, to vote on all matters other than those matters contemplated by Section 1(a)(ii). Shareholder hereby represents that any proxies heretofore given in respect of any of the Covered Shares, if any, are revocable, and hereby revokes all such proxies, and that Shareholder agrees not to reduce grant any subsequent proxies with respect to any Covered Shares at any time prior to the Offer Price or Termination Date, except to comply with its obligations under Section 1. Shareholder hereby affirms that the Merger Consideration (as defined irrevocable proxy set forth in this Section 24, if it becomes effective, is given in connection with the execution of the Merger Agreement) or , and that such irrevocable proxy is given to otherwise modify or amend secure the Merger Agreement to reduce the rights or benefits performance of the Company or any stockholders duties of the Company (including the Stockholders) Shareholder 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 any share of Common Stock being purchased thereunder in violation of the 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 consent 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. In Except for the event proxy granted to Senior Lender, each Grantor hereby revokes all previous proxies with regard to its Pledged Securities, its Pledged Partnership Interests and its Pledged Limited Liability Company Interests and, subject to receipt of any and all necessary prior approvals required under the Communications Act and the FCC Rules, appoints Bank as its respective proxyholder to (a) attend and vote at any and all meetings of the shareholders of the corporation(s) which issued the Pledged Securities, and any adjournments thereof, held on or after the date of the giving of this proxy and prior to the termination of this proxy and to execute any and all written consents of shareholders of such corporation(s) executed on or after the date of the 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 any Stockholder Bank as proxyholder shall breach its ----------------- covenant set forth have rights hereunder only upon the occurrence and during the continuance of an Event of Default and subject to Section 13(j) hereof. Each Grantor hereby authorizes Bank to substitute another Person (which Person shall be a successor to the rights of Bank hereunder, a nominee appointed by Bank to serve as proxyholder, or otherwise as approved by such Grantor in Section 7.1writing, such Stockholder (without any further action on such Stockholder's partapproval not to be unreasonably withheld) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney proxyholder and, upon the occurrence or during the continuance of any Event of Default, hereby authorizes and directs the proxyholder to file this proxy and the substitution instrument with the secretary of the appropriate corporation. This proxy is-coupled with an interest and is irrevocable until such Stockholder time as no part of any commitment to make Loans pursuant to the provisions of section 212 of the DGCL, with full power of substitution, to 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 meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the 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 consent executed (and if given or executed, shall not be effective) by Stockholder with respect thereto so long as this Credit Agreement remains outstanding and all Obligations have been indefeasibly paid in effect. Each Stockholder shall forward to Purchaser any proxy cards that such Stockholder receives with respect to the Offer or the Merger Agreementfull.

Irrevocable Proxy. In Concurrently with the execution of this Agreement, each Shareholder agrees to execute and deliver to Parent an irrevocable proxy in the form attached as Exhibit A hereto (subject to the proviso to this sentence, each, a “Proxy”), which shall be irrevocable to the extent permitted by applicable law, covering all such Shareholder’s Covered Shares; provided, however, that, in the event that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1the number of such Shareholder’s Covered Shares are modified, including due to the acquisition of Additional Owned Shares, such Stockholder Shareholder may (without and, promptly upon any further action on request by Parent, shall) execute and deliver to Parent an irrevocable proxy in the form attached as Exhibit A hereto, except that the definition of “Covered Shares” therein will be updated accordingly, and, upon delivery of such Stockholder's part) shall new proxy to Parent, Parent will destroy the existing Proxy and such new proxy will be deemed to have hereby irrevocably appointed Purchaser as the attorney and proxy of such Stockholder pursuant to Proxy for the provisions of section 212 of the DGCL, with full power of substitution, to 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 meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms purposes of this Agreement. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTERESTEach Shareholder hereby represents to Parent that, except for the proxies pursuant to the Parent Voting Agreements, any proxies heretofore given in respect of such Shareholder’s Covered Shares are not irrevocable and that any such proxies are hereby revoked, and such Shareholder agrees to promptly notify Parent of such revocation. Each Stockholder Shareholder hereby revokes, effective upon affirms that its Proxy is given in connection with the execution and delivery of the Merger Agreement by and that such irrevocable proxy is given to secure the parties thereto, all other proxies and powers performance of attorney with respect to the Shares that Stockholder may have heretofore appointed or granted, and no subsequent proxy or power duties of attorney (except in furtherance of Stockholder's obligations such Shareholder under 7.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by Stockholder with respect thereto so long as this Agreement remains in effectAgreement. Each Stockholder shall forward to Purchaser any proxy cards Shareholder hereby further affirms that its Proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such Stockholder receives irrevocable proxy may lawfully do or cause to be done by virtue hereof. Without limiting the generality of the foregoing, such irrevocable proxy is executed and intended to be irrevocable in accordance with respect the provisions of Section 302A.449 of the MBCA. If for any reason the proxy granted herein is not irrevocable, each Shareholder agrees to the Offer or the Merger Agreementvote such Shareholder’s Covered Shares in accordance with Section 3(a) hereof.

Irrevocable Proxy. In the event that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have ▇▇▇▇▇▇ hereby irrevocably appointed Purchaser constitutes and appoints the Representative, from the Effective Date until the Termination Date (as the attorney defined below), as his true and proxy of such Stockholder pursuant to the provisions of section 212 of the DGCLlawful proxy, with full power of substitution, for and in his name, place and ▇▇▇▇▇ to votevote the Subject Securities, and otherwise act (any and all other equity interests in Echo held by written consent ▇▇▇▇▇▇, whether directly or otherwise) indirectly, beneficially or of record, now owned or hereafter acquired, with respect to any and all shares matters subject to a vote of Common StockEcho stockholders, including including, without limitation (i) matters relating to, or arising in connection with, the SharesOffering, that such Stockholder is entitled (ii) any amendment to vote at any meeting the governing documents of stockholders of Echo, (iii) the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu adoption of any such meeting employee benefit plan by Echo and (iv) any recapitalization, merger, purchase, sale, change of control, conversion of equity interests or otherwisesimilar transaction proposed by Echo (the “Voting Matters”). The foregoing proxy shall include the right to 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 vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have cause the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 Subject Securities to be voted in effect at any time that (x) accordance with the Offer shall have expired or terminated without any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms of this Agreementpreceding sentence. 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, revokes all other proxies and powers of attorney with respect to the Shares Subject Securities that Stockholder he may have heretofore appointed or granted, and no . ▇▇▇▇▇▇ hereby agrees not to give a subsequent proxy or power of attorney (except in furtherance of Stockholder's obligations under 7.1 hereof) shall be given or written consent executed (and if given or executedgiven, shall will not be effective) by Stockholder with respect thereto so long as this Agreement remains in effect. Each Stockholder shall forward to Purchaser or enter into any proxy cards that such Stockholder receives other voting agreement with respect to the Offer Subject Securities. The Representative shall be entitled to exercise any and all voting and other consensual rights pertaining to the Subject Securities or any part thereof for any purpose not inconsistent with the Merger terms of this Agreement. 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. (a) In the event that any Stockholder Shareholder shall breach its ----------------- covenant set forth in Section 7.11.01, such Stockholder Shareholder (without any further action on such StockholderShareholder's part) shall be deemed to have hereby irrevocably appointed Purchaser Farnell as the attorney and proxy of such Stockholder Shareholder pursuant to the provisions of section 212 1701.48 of the DGCLOhio General Corporation Law, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to all shares the Shareholder Shares of Common Stocksuch Shareholder, including the Shares, that such Stockholder is entitled to vote at any meeting of stockholders shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above1.01; provided PROVIDED that in any such vote or other action pursuant to such proxy, Purchaser -------- Farnell shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders shareholders of the Company (including the StockholdersShareholders) under the Offer or the Merger Agreement or to reduce the obligations of Purchaser and/or Sub Farnell thereunder; . This proxy 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 any share power of Common Stock being purchased thereunder in violation of the 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 INTERESTattorney is irrevocable and coupled with an interest. Each Stockholder 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 Stockholder Shareholder may have heretofore appointed or granted, and no subsequent proxy or power of attorney (except in furtherance of StockholderShareholder's obligations under 7.1 Section 1.01 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by Stockholder Shareholder with respect thereto so long as this Agreement remains in effect. Each Stockholder Shareholder shall forward to Purchaser Farnell any proxy cards that such Stockholder 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 Offer Shareholder Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of the Merger AgreementShareholder Shares, in each case with respect to such matters.

Irrevocable Proxy. In the event that (a) Each Stockholder hereby irrevocably grants to, and appoints, Parent and any Stockholder shall breach its ----------------- covenant set forth in Section 7.1designee of Parent and each of Parent’s officers, such Stockholder (without any further action on as such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney ’s attorney, agent and proxy of such Stockholder pursuant to the provisions of section 212 of the DGCL, with full power of substitutionsubstitution and resubstitution, to vote, and otherwise act (by written consent or otherwise) the full extent of such Stockholder’s voting rights with respect to all shares of Common Stock, including the Voting Shares, that such Stockholder is entitled to vote all the Voting Shares or grant a consent or approval, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits by written consent of the Company or any stockholders of the Company (including on the Stockholders) under the Offer or the Merger Agreement or to reduce the obligations of Purchaser and/or Sub thereunder; matters described in Section 1.2, 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms of this Agreementaccordance therewith. THIS PROXY AND POWER OF ATTORNEY IS ARE IRREVOCABLE AND COUPLED WITH AN INTEREST. INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM STOCKHOLDER MAY TRANSFER ANY SHARES. (b) Each Stockholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, revokes all other proxies and powers of attorney attorney, with respect to all of the Voting Shares that Stockholder may have heretofore been appointed or grantedgranted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney (except in furtherance of Stockholder's obligations under 7.1 hereof) shall be given or written consent executed by the Stockholders, except as required by any letter of transmittal in connection with the Offer. (and if given or executed, shall not be effectivec) by Stockholder with respect thereto so long as this Agreement remains in effect. Each Stockholder shall forward execute any further agreement or form reasonably necessary or appropriate to Purchaser confirm and effectuate the grant of the proxy contained herein. (d) Any such proxy or power of attorney granted pursuant to this Section 1.3 shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1. (e) Notwithstanding the foregoing, each Stockholder shall retain at all times the right to vote such Stockholder’s Voting Shares in such Stockholder’s sole discretion and without any proxy cards other limitation on those matters other than those set forth in Section 1.2 that such Stockholder receives with respect are at any time or from time to time presented for consideration to the Offer or the Merger AgreementCompany’s stockholders generally.

Irrevocable Proxy. In the event that any Stockholder shall breach its ----------------- covenant set forth furtherance of each Shareholder’s agreement in Section 7.1A above, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have each Shareholder hereby irrevocably appointed Purchaser (until the Termination Date) grants to, and appoints, Parent and any designee thereof and each of Parent’s officers, as the attorney such Shareholder’s attorney, agent and proxy of (such Stockholder pursuant to grants and appointment, the provisions of section 212 of the DGCL“Irrevocable Proxy”), with full power of substitution, to vote, 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 Shareholder’s Shares at any meeting of stockholders the shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or ), and in any action by written consent of the shareholders of the Company, on the matters and in lieu of any such meeting or otherwise, to vote such shares as set forth the manner specified in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms of this Agreement. I.A. THIS PROXY AND POWER OF ATTORNEY IS ARE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTERESTINTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM SHAREHOLDER MAY TRANSFER ANY OF ITS SHARES IN BREACH OF THIS AGREEMENT. Each Stockholder Shareholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, revokes all other proxies and powers of attorney with respect to the all of such Shareholder’s Shares that Stockholder may have heretofore been appointed or granted, and no subsequent proxy (whether revocable or irrevocable) or power of attorney (except in furtherance of Stockholder's obligations under 7.1 hereof) shall be given or written consent executed (and if given or executedgiven, shall not be effective) by Stockholder such Shareholder with respect thereto so long as on the matters covered by Section I.A. Each Shareholder hereby affirms that the irrevocable proxy set forth in this Agreement remains Section I.B is given in effect. Each Stockholder shall forward to Purchaser any proxy cards that such Stockholder receives connection with respect to the Offer or execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement.

Irrevocable Proxy. In The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the event that Stockholder has heretofore granted with respect to the Subject Shares. The Stockholder hereby irrevocably appoints Arcturus as attorney-in-fact and proxy for and on behalf of the Stockholder, for and in the name, place and stead of the Stockholder, to: (a) attend any Stockholder shall breach its ----------------- covenant set forth and all meetings of Arcturus 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 7.11.1 at any and all meetings of Arcturus Stockholders or in connection with any action sought to be taken by written consent of Arcturus Stockholders without a meeting and (c) grant or withhold, such Stockholder (or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of Arcturus Stockholders or in connection with any action sought to be taken by written consent of Arcturus Stockholders without a meeting. Arcturus agrees not to exercise the proxy granted herein for any further action on such Stockholder's part) purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to have hereby irrevocably appointed Purchaser be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the attorney and proxy of such Stockholder pursuant to the provisions of section 212 death, incapacity, mental illness or insanity of the DGCLStockholder, with full power of substitution, to vote, and otherwise act (by written consent or otherwiseas applicable) with respect to all shares of Common Stock, including until the Shares, that 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 consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the 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 termination of the Merger Agreement and shall not be terminated by operation of law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2. The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of Arcturus. The Stockholder hereby affirms that the proxy set forth in this Section 1.5 is given in connection with and granted in consideration of and as an inducement to Alcobra and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the parties theretoStockholder 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), the Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and take all other proxies and powers of attorney actions provided for in this Section 1.5 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 consent 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 AgreementSubject Shares.

Irrevocable Proxy. In (a) Notwithstanding anything to the event that any Stockholder shall breach its ----------------- covenant contrary set forth in Section 7.1herein, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney and proxy of such Stockholder pursuant to the provisions of section 212 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. (b) Subscriber hereby appoints the President of the DGCLCompany, or his or her successor, as the Subscriber’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to voteto, consistent with this instrument and otherwise act on behalf of the Subscriber, (by written consent or otherwisei) with respect to vote all shares of Common Stockour Series C Preferred Stock purchased by the Subscriber pursuant to this Subscription Agreement (and any shares of our common stock into which such shares of Series C Preferred Stock may be converted), including (ii) give and receive notices and communications, (iii) execute any written consent, instrument or document that the SharesPresident determines is necessary or appropriate at the President’s complete discretion, that such Stockholder is entitled to vote at any meeting of stockholders and (iv) take all actions necessary or appropriate in the judgment of the Company (whether annual or special President for the accomplishment of the foregoing. The proxy and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action power granted by the Subscriber pursuant to such proxythis Section are coupled with an interest. Such proxy and power will be irrevocable. The proxy and power, Purchaser -------- shall not have so long as the right Subscriber is an individual, will survive the death, incompetency and disability of the Subscriber and, so long as the Subscriber is an entity, will survive the merger or reorganization of the Subscriber or any other entity holding the Securities. However, the proxy and power will terminate upon the earlier of (i) the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and such proxy shall not confer sale of the company’s capital stock, (ii) the effectiveness of a registration statement under the Securities Exchange Act of 1934, as amended, covering the Company’s capital stock, or (iii) five years after the execution of this Subscription Agreement. The President is an intended third-party beneficiary of this Section and has the right, power and authority to enforce the provisions hereof as though he or she was a party hereto. (c) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the 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 Other than with respect to the Shares that Stockholder may have heretofore appointed gross negligence or grantedwillful 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 Proxy has no duties or responsibilities except those expressly set forth in this instrument, and no subsequent proxy implied covenants, functions, responsibilities, duties, obligations or power liabilities on behalf of attorney the Subscriber otherwise exist against the Proxy. The Subscriber shall 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 (except 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 furtherance connection with any act done or omitted in the Proxy’s capacity as representative of Stockholder's obligations the Subscriber pursuant to this instrument, in each case as such 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 gross negligence or willful misconduct of the Proxy, the 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 Subscriber or otherwise. The Subscriber acknowledges and agrees that the foregoing indemnities will survive the resignation or removal of the Proxy or the termination of this 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 Company, shareholders of the Company and any other third party may rely upon any decision, 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 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 instruction of the Proxy. (e) The Subscriber hereby agrees to take any and all actions determined by the Company’s board of directors in good faith to be advisable to reorganize this instrument and any Securities held by the 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 6 is held under 7.1 hereofany circumstances to be invalid or unenforceable in any jurisdiction, then (i) shall be given such provision or written consent executed (and if given or executedpart thereof shall, 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 such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the Offer fullest possible extent, (ii) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (iii) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the Merger Agreementvalidity or enforceability of any other provision of this Proxy. Each provision of this proxy is separable from every other provision of this proxy, and each part of each provision of this Proxy is separable from every other part of such provision.

Irrevocable Proxy. In Subject to the event that terms, conditions and provisions hereinafter set forth, for so long as any Stockholder shall breach its ----------------- covenant set forth in Section 7.1of the Secured Obligations remain outstanding, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have Debtor does hereby irrevocably appointed Purchaser nominate and appoint the Secured Party as the attorney its true and proxy of such Stockholder pursuant to the provisions of section 212 of the DGCLlawful proxy, with full power of substitution, to votein its name, place and otherwise act (by written consent or otherwise) with respect to all shares of Common Stockstead, including the Shares, that such Stockholder is entitled to vote all of the Pledged Securities owned by Debtor and standing in such Debtor's name, at any meeting of the stockholders of Unique Fabricating, and upon any matter in which the Company (whether annual stockholders of Unique Fabricating are entitled to vote; provided, that, for so long as no Default or special and whether or not an adjourned or postponed meeting) or consent in lieu Event of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration Default (as defined in the Merger Loan Agreement) has occurred or is occurring, Debtor shall be entitled to vote the Pledged Securities owned by Debtor and standing in Debtor's name with respect to all such corporate matters. Upon the occurrence of a Default or Event of Default, Secured Party shall have the irrevocable full power and authority, as the true and lawful proxy of the Debtor, to vote in person or by further proxy, the Pledged Securities at all meetings of the stockholders of Unique Fabricating, or to otherwise modify or amend give written consents in lieu of voting such Pledged Securities in respect of any and all matters on which such Pledged Securities are entitled to vote, including, without limitation, the Merger Agreement to reduce election of directors. During any such period in which 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 Secured Party shall have expired or terminated without any share of Common Stock being purchased thereunder in violation of the 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 right to exercise voting powers of attorney with respect to the Shares that Stockholder Pledged Securities, the Secured Party shall have the right to waive notice of any meeting of the stockholders of Unique Fabricating in respect of such Pledged Securities and may have heretofore exercise any power or perform any act hereunder by an agent or attorney duly authorized and appointed or granted, and no subsequent by it. The irrevocable proxy or set forth above is a power coupled with an interest. Secured Party's exercise of attorney (except in furtherance of Stockholder's obligations voting rights under 7.1 hereof) shall be given or written consent executed (and if given or executed, this Section 7 shall not be effective) by Stockholder with respect thereto so long as constitute and is independent of any other rights in favor of Secured Party under Section 11 or otherwise under 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 Agreementapplicable law.

Irrevocable Proxy. In the event that any The Principal Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as appoints Buyer and any designee of Buyer, each of them individually, each the attorney Principal Stockholder’s proxy and proxy attorney-in-fact for and on behalf of such the Principal Stockholder pursuant to the provisions of section Section 212 of the DGCLGeneral Corporation Law of the State of Delaware, as amended, with full power of substitutionsubstitution and resubstitution, to voteattend and to vote and act on each the Principal Stockholder’s behalf and in each the Principal Stockholder’s name, place and stead with respect to the Principal Stockholder’s Owned Shares, at any annual, special or other meeting of the stockholders of Parent, and otherwise at any adjournment or postponement of any such meeting, held during the term of this Agreement, and to 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 meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the 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 any written consent) with respect to each the Merger Principal Stockholder’s Owned Shares, in all events and at all times during the term of this Agreement by the parties thereto, all other proxies and powers of attorney with respect to the Shares that Stockholder may have heretofore appointed or grantedmatters referred to in, and no in accordance with, Section 3(a) hereof. The Principal Stockholder affirms that this proxy is coupled with an interest, shall be irrevocable and shall not be terminated by operation of law or upon the occurrence of any other event other than the valid termination of this Agreement pursuant to Section 11 hereof. The Principal Stockholder affirms that this irrevocable proxy set forth in this Section 4 is given in connection with and granted in consideration of and as an inducement to Buyer Entering into the Purchase Agreement and that such irrevocable proxy is given to secure the obligations of the Principal Stockholder under Section 3(a) hereof. The Principal Stockholder agrees to expeditiously take and shall expeditiously take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy including, without limitation, issuing, expeditiously executing and delivering any directions or legal proxies to the applicable record holder of the Principal Stockholder’s Owned Shares. Except in order to vote the Owned Shares in accordance with Section 3(a), the Principal Stockholder covenants and agrees not to grant any subsequent proxy or power of attorney (except in furtherance of with respect to the Principal Stockholder's obligations under 7.1 hereof) shall be given or written consent executed (’s Owned Shares, and further covenants and agrees that any such proxy, if given or executedgranted, shall not be valid or 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. In (a) Subject to the event conditions contained in the last sentence of this Section 9.14(a), each Lender (i) agrees to vote (in the same manner proportionally as all such claims under this Agreement that are not voted pursuant to this Section 9.14 (a)) in any Stockholder bankruptcy or similar proceedings with respect to Parent or any of the Subsidiaries the portion of such Lender's claimsa gainst Parent and the Subsidiaries arising under this Agreement ("Facility Claims") that exceed 20% of the aggregate amount of all the Lenders' Facility Claims (such excess amount, the "Excess Amount") and (ii) in that connection, grants to the Administrative Agent an irrevocable proxy, coupled with an interest, to vote such Facility Claims in the proportional manner described above; provided that the foregoing proxy shall breach its ----------------- covenant not apply to any Assigned Claims. Each Lender whose Facility Claims (prior to giving effect to the assignments of such Lender's Facility Claims contemplated by Section 9.14(b)(i)) exceed 20% of the aggregate amount of all the Lenders' Facility Claims shall be referred to herein as an "Assigning Lender". The voting agreement and irrevocable proxy granted under this Section 9.14(a) shall automatically become effective with respect to such Lender if, and remain effective for so long as, such Lender (or, with respect to any Lenders other than The Foothill Group, Inc. or Foothill, any Affiliate of such Lender) holds (i) if such Lender is not Farallon or an Affiliate of Farallon, any record or beneficial interest in Indebtedness of Denny's Holdings or Parent permitted under Section 6.01(j) or any Old Senior Notes or New Senior Notes ("Specified Debt") or (ii) if such Lender is Farallon or an Affiliate of Farallon, record or beneficial ownership of Specified Debt in an aggregate amount of greater than or equal to $30,000,000. (i) Each Lender agrees that, subject to the conditions set forth in the last sentence of Section 7.19.14(a), such Stockholder upon the delivery by the Administrative Agent of a notice to all Lenders pursuant to this clause (without any further action on such Stockholder's partb)(i) following the occurrence of an Event of Default specified in clause (g) or (h) of Article VII, each Assigning Lender shall be deemed to have hereby irrevocably appointed Purchaser assigned as of the attorney and proxy date of such Stockholder notice (a "Trigger Date") to each Lender that is not an Assigning Lender (each, a "Non-Assigning Lender") an amount of such Assigning Lender's Facility Claims equal to such Non-Assigning Lender's pro rata share (based on the Credit Exposure on such Trigger Date (immediately prior to giving effect to such assignments)of the Non-Assigning Lenders)of the Excess Amount with respect to such Assigning Lender(such assigned Facility Claims for so long as they are held by a Lender that is not an Assigning Lender, "Assigned Claims") solely in consideration for a promise by each Non-Assigning Lender promptly to deliver to each Assigning Lender any money or property received on or after such Trigger Date by such Non-Assigning Lender in respect of Assigned Claims relating to such Assigning Lender assigned on such Trigger Date, which money or property shall be delivered in the form in which it is received by such Non-Assigning Lender and without interest. [[NYCORP:2303151v20:4272D:09/26/03--12:23 p]] (ii) Each Lender agrees that, upon delivery of a notice (a "Third-Party Assignment Notice") by an Assigning Lender to the Administrative Agent of an intention of such Assigning Lender to assign pursuant to Section 9.04 all or a portion of such Assigning Lender's Facility Claims (which Third-Party Assignment Notice shall specify the provisions amount of section 212 such Facility Claims to be assigned (such amount, the "Third-Party Assignment Amount") and the proposed assignee thereof) to a third party that is not an Affiliate of such Assigning Lender or another Assigning Lender pursuant to a bona fide assignment (such an assignment, a "Third-Party Assignment"), each Lender holding Assigned Claims relating to such Assigning Lender shall be deemed to have assigned to such Assigning Lender, effective immediately prior to the effectiveness of such Third-Party Assignment under Section 9.04, such Assigned Claims or, if less, such Lender's pro rata share (based on the aggregate amount of the DGCL, with full power Assigned Claims relating to such Assigning Lender held by such Lenders) of substitutionthe Third-Party Assignment Amount solely in consideration for the termination of such Lender's obligations pursuant to clause (b)(i) and, to votethe extent applicable, any obligations assumed by such Lender pursuant to clause (b)(iii) in respect of the Assigned Claims deemed assigned pursuant to this sentence. The Administrative Agent agrees promptly to give notice of each Third-Party Assignment Notice to each Lender that holds Assigned Claims relating to the Assigning Lender that delivered such Third-Party Assignment Notice. (iii) Each Lender agrees that upon any assignment by it of all or any part of its Facility Claims (other than Assigned Claims) pursuant to Section 9.04, a pro rata portion (based on the proportion of such Lender's Credit Exposure being assigned thereby) of the Assigned Claims relating to each Assigning Lender held by such Lender immediately prior to the effectiveness of such assignment pursuant to Section 9.04 shall be deemed upon effectiveness of such assignment to have been assigned to the assignee specified in the applicable Assignment and Assumption solely in consideration for the assumption by such assignee of such Lender's obligations pursuant to clause (b) (i) and, to the extent applicable, any obligations assumed by such Lender pursuant to this clause (b)(iii) in respect of such pro rata portion of such Assigned Claims. Each Lender agrees that Assigned Claims may not be assigned or otherwise act disposed of other than pursuant to this Section 9.14(b) or Section 9.14(c). (c) Upon delivery by written consent or otherwisethe Administrative Agent to an Assigning Lender (with a copy to each of the other Lenders) of a notice pursuant to this Section 9.14(c), each Lender holding Assigned Claims relating to such Assigning Lender shall be deemed as of the date of such notice to have assigned all such Assigned Claims to such Assigning Lender and such Lender's obligations pursuant to clause (b)(i) and, to the extent applicable, any obligations assumed by such Lender pursuant to this clause (b)(iii), in each case relating to such Assigned Claims shall automatically terminate as of such date. Upon the receipt of notice from an Assigning Lender of the failure of one of the conditions contained in the last sentence of Section 9.14(a) to be satisfied with respect to such Assigning Lender, the Administrative Agent shall promptly deliver the notice specified in the first sentence of this Section 9.14(c) with respect to all shares such Assigning Lender. [[NYCORP:2303151v20:4272D:09/26/03--12:23 p]] (d) Each Lender agrees to take, and to cause its Affiliates to take, such other actions reasonably required by the Administrative Agent to effectuate the intent of Common Stock, including this Section 9.14. (e) Except for the Shares, that such Stockholder is entitled to vote at any meeting recordation in the Register by the Administrative Agent of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action each deemed assignment pursuant to such proxythis Section 9.14, Purchaser -------- Section 9.04 shall not have the right (and such proxy shall not confer the right) apply to vote any deemed assignment pursuant to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the 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 consent 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 AgreementSection 9.14.

Irrevocable Proxy. In the event that Each Principal Stockholder hereby revokes any and all previous proxies granted with respect to such Principal Stockholder’s Shares and/or Additional Shares. Each Principal Stockholder shall breach its ----------------- covenant set forth in Section 7.1, hereby grants a proxy appointing Parent as such Stockholder (without any further action on such Principal Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney ’s attorney-in-fact and proxy of such Stockholder pursuant to the provisions of section 212 of the DGCLproxy, with full power of substitution, to vote, for and otherwise act (by written consent or otherwise) with respect to all shares of Common Stock, including the Shares, that in 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 consent in lieu of any such meeting or otherwisePrincipal Stockholder’s name, to vote such shares as set forth Principal Stockholder’s Shares and/or Additional Shares in Section 7.1 above; provided that in any such vote or other action pursuant to such proxyfavor of (a) the Merger, Purchaser -------- shall not have the right (execution and such proxy shall not confer delivery by the right) to vote to reduce the Offer Price or Company of the Merger Consideration Agreement and the adoption and approval of the Merger Agreement and the terms thereof, (as defined b) in favor of each of the other actions contemplated by the Merger Agreement and (c) in favor of any action in furtherance of any of the foregoing; and against (x) any proposal or offer for a merger, consolidation, business combination, tender offer, sale of substantial assets, sale of shares of capital stock or similar transactions involving the Company or any of its subsidiaries, other than the transactions contemplated by the Merger Agreement, (y) any reorganization, recapitalization, liquidation or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits winding up of the Company or any stockholders of other extraordinary transaction involving the Company (including other than the Stockholdersconversion of all shares of Company Preferred Stock into Company Common Stock pursuant to the Company Certificate of Incorporation as contemplated by Section 1.7(a) under of the Offer Merger Agreement), or (z) any corporate action the consummation of which would reasonably be expected to frustrate the purposes, or prevent or delay the consummation, of the Merger or the transactions contemplated by 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 any share of Common Stock being purchased thereunder in violation of the 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 Simultaneously with the execution and delivery of this Agreement, each Principal Stockholder is delivering to the Parent a proxy in the Form of Annex A hereto. The proxy granted by each Principal Stockholder pursuant to this Section 1.2 is irrevocable to the extent permitted by Delaware law, is coupled with an interest and is granted in consideration of Parent’s entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted 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 consent executed (and if given or executed, shall not be effective) by Stockholder with respect thereto so long as this Agreement remains in effect. Each each Principal Stockholder shall forward to Purchaser any proxy cards that such Stockholder receives with respect to terminate on the Offer or the Merger AgreementVoting Covenant Expiration Date.

Irrevocable Proxy. (a) At least ten Business Days prior to any meeting of stockholders (or 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 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 and attorneys-in-fact as to the matters to be voted at the meeting, shall state that it is irrevocable and shall be voted in accordance with the provisions of this Agreement. Such proxy shall also state that it is not effective until the date of the applicable meeting of stockholders and that its effectiveness is contingent upon the Company not having received, prior to the third Business Day before the meeting, 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 event 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 breach its ----------------- covenant 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 2.5(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, or shall be voted in a manner that is contrary to this Agreement, the irrevocable proxies set forth in Section 7.12.5(d) below shall thereupon be irrevocably activated with respect to the matters to be brought before the meeting or which are subject to the consent, such Stockholder as the case may be. (without any further action on such d) In order to secure each Stockholder's partobligation to vote (or to act or not act by written consent with respect to) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney and proxy of such Stockholder pursuant to all Voting Shares beneficially owned by it in accordance with the provisions of section 212 of the DGCLthis Article II and Sections 3.2 and 8.11, each Stockholder hereby appoints each other Stockholder as its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote, and otherwise vote (or to act (or not act by written consent or otherwise) with respect to to) all shares of Common Stock, including the Shares, that 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 consent Voting Shares beneficially owned by it in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of accordance with the terms of this Agreement. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Agreement and to take all such other actions as are necessary to enforce the rights of such other Stockholders under this Article II and Sections 3.2 and 8.11 in the event the Stockholder hereby revokes, effective upon the execution and delivery fails to comply with any provision 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 consent executed (and if given or executed, shall not be effective) by Stockholder with respect thereto so long as this Agreement remains in effect. Each granting such other Stockholder shall forward to Purchaser any proxy cards that such Stockholder receives with respect to the Offer or the Merger Agreementrights under this Article II and Sections 3.2 and 8.

Irrevocable Proxy. In the event that any (a) Each Founding Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney and proxy of such Stockholder pursuant grants to the provisions of section 212 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 DGCL, with full power stockholders of substitutionthe Company, to vote, execute and otherwise act (by written consent or otherwise) to exercise any consensual rights with respect to all shares such Founders Shares to the same extent and with the same effect as each of Common Stock, including the Shares, that such Stockholder is entitled to vote at Founding Stockholders could do under any meeting applicable agreement or instrument or any applicable laws or regulations governing the rights and powers of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu collectively, the "Proxy Rights"); provided, that the exercise of any such meeting or otherwiseProxy Rights requires the consent of the majority of the Managing Purchasers unless, to vote such shares as set forth in Section 7.1 above; provided 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 vote or other action Stockholder in a Privately Negotiated Sale pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the rightprovisions of Section 2(d) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the 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 Agreement (a "Permitted Privately Negotiated Sale"); provided, that, contemporaneously with such Permitted Privately Negotiated Sale, such Stockholder hereby revokes, effective upon shall grant to the execution Managing Purchasers and delivery of their assignees the Merger Agreement by the parties thereto, all other proxies and powers of attorney Proxy attached hereto as Exhibit B with respect to the Proxy Rights of any and all Founders Shares that not Transferred by such Stockholder may in such Permitted Privately Negotiated Sale, (ii) a Qualified Public Offering or (iii) three years from the date hereof. The Managing Purchasers shall have heretofore appointed the right to assign the Proxy to any of their Affiliates. (b) If the Proxy granted pursuant to Section 8(a) is not valid or grantedis otherwise ineffective for any reason, then each Founding Stockholder shall vote all of his respective Founders Shares in the same manner as the Majority in Interest votes any shares of Stock owned by the Majority in Interest at any and no subsequent proxy or power all meetings of attorney (except in furtherance the stockholders of Stockholder's obligations under 7.1 hereof) shall be given or the Company, by written consent executed (in lieu thereof and if given or executed, shall not be effective) by Stockholder otherwise in connection with respect thereto so long as this Agreement remains in effect. Each Stockholder shall forward to Purchaser any proxy cards that such Stockholder receives exercise of any consensual rights with respect to the Offer or the Merger Agreementsuch Founders Shares.

Irrevocable Proxy. In the event that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's parta) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney and proxy of such Stockholder pursuant Subject to the provisions of section 212 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 DGCLCompany (the “Board”) from time to time) as its attorney and proxy in accordance with the Nevada Revised Statutes, with full power of substitution and re-substitution, to vote, and otherwise act (by written consent or otherwise) with respect cause the Additional Shares to all shares of Common Stock, including the Shares, that such Stockholder is entitled to vote be counted as present at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwiseStockholders’ Meeting, to vote such shares the Additional Shares at any Stockholders’ Meeting, and to execute any Stockholders’ Consent in respect of the Additional Shares as set forth and to the extent provided in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right2.1(b) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the 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 INTERESTThe powers granted in this Section 2.2 shall also entitle the Company to give instructions to any nominee through whom ESL may hold Shares. Each Stockholder ESL shall from time to time provide the Company with any nominee information that the Company may require to exercise its rights hereunder. ESL hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, revokes all other proxies and powers of attorney with respect to the Subject Shares that Stockholder it may have heretofore previously appointed or grantedgranted and represents that any proxies previously given in respect of the Subject Shares, if any, are revocable. (b) Upon the failure of ESL to comply with its obligations under Section 2.1(a) of this Agreement, ESL hereby irrevocably constitutes and no subsequent appoints the Company (acting through the CEO, CFO, General Counsel or such other persons so designated by the Board from time to time) as its attorney and proxy or in accordance with the Nevada Revised Statutes, with full power of attorney substitution and re-substitution, to cause the Subject Shares (excluding the Additional Shares) to be counted as present at any Stockholders’ Meeting as and to the extent provided in Section 2.1(a) of this Agreement, but such shares (i.e., the Subject Shares excluding the Additional Shares) may not otherwise be voted by the Company. (c) ESL hereby affirms that the irrevocable proxy set forth in this Section 2.2 is given to induce the Company to perform the obligations set forth in Article III of this Agreement and to secure the performance of the duties of ESL under this Agreement. ESL hereby further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in furtherance this Section 2.2 or in Section 8.1 of Stockholder's this Agreement, is 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, then ESL agrees to vote the 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 7.1 hereofSection 2.1 of this Agreement or the provisions of Section 2.1(b) are suspended, in either case, for such meeting or action taken by written consent) and shall be given or written consent executed automatically terminate on the Termination Date (and if given or executedas defined in Section 8.1 below). Prior to the Termination Date, this irrevocable proxy shall not be effective) terminated by Stockholder with respect thereto so long as this Agreement remains in effect. Each Stockholder shall forward to Purchaser any proxy cards act of ESL or by operation of law, whether by the dissolution or entrance into bankruptcy or foreclosure of ESL or by the occurrence of any other event or events, it being understood that such Stockholder receives with respect actions taken by the Company hereunder prior to the Offer 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 Merger AgreementCompany has received notice of the same.

Irrevocable Proxy. In The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the event that Stockholder has heretofore granted with respect to the Subject Shares. The Stockholder hereby irrevocably appoints Apollo as attorney-in-fact and proxy for and on behalf of the Stockholder, for and in the name, place and stead of the Stockholder, to: (a) attend any Stockholder shall breach its ----------------- covenant set forth and all meetings of Lpath Stockholders held for the matters addressed in Section 7.11.1, such Stockholder (b) vote, express consent or dissent or issue instructions to the record holder to vote the Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all meetings of Lpath Stockholders or in connection with any action sought to be taken by written consent of Lpath Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any further and all meetings of Lpath Stockholders or in connection with any action on such Stockholder's part) sought to be taken by written consent without a meeting. Apollo 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 have hereby irrevocably appointed Purchaser be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the attorney and proxy of such Stockholder pursuant to the provisions of section 212 death, incapacity, mental illness or insanity of the DGCLStockholder, with full power of substitution, to vote, and otherwise act (by written consent or otherwiseas applicable) with respect to all shares of Common Stock, including until the Shares, that 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 consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the 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 termination 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 consent executed (and if given or executed, shall not be effective) terminated by Stockholder with respect thereto so long as operation of law or upon the occurrence of any other event other than the termination of this Agreement remains pursuant to Section 4.2. The 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 Lpath. The Stockholder hereby affirms that the proxy set forth in effect. Each Stockholder shall forward this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Purchaser any proxy cards Apollo to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder receives with respect under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the Offer or the Merger Agreementtermination of this Agreement pursuant to Section 4.2.

Irrevocable Proxy. In The Equityholder hereby revokes (or agrees to cause to be revoked) any proxies that the event that Equityholder has heretofore granted with respect to the Subject Shares. The Equityholder hereby irrevocably appoints PTI, and any Stockholder shall breach its ----------------- covenant set forth individual designated in writing by PTI, as attorney-in-fact and proxy for and on behalf of the Equityholder, for and in the name, place and stead of the Equityholder, to: (a) attend any and all 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 7.11.1 at any 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, such Stockholder or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of 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: (without any further action on such Stockholder's partx) shall be deemed to have hereby irrevocably appointed Purchaser be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the attorney and proxy death, incapacity, mental illness or insanity of such Stockholder the Equityholder, as applicable) until the termination of this Agreement pursuant to the provisions of section 212 of the DGCL, with full power of substitution, to 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 meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above4.2; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser shall not be terminated by operation of law or Sub shall be in violation upon the occurrence of any other event other than the terms termination of this Agreement. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Stockholder hereby revokes, effective upon the execution Agreement pursuant to Section 4.2; and delivery of the Merger Agreement by the parties thereto, (z) shall revoke any and all other prior proxies and or powers of attorney with respect to granted by the Shares that Stockholder may have heretofore appointed or granted, Equityholder and no subsequent proxy or power of attorney (except in furtherance of Stockholder's obligations under 7.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by Stockholder the Equityholder with respect thereto so long thereto. The 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 Equityholder hereby affirms that the proxy set forth in this Section 1.5 is given in connection with and granted in consideration of and as an inducement to PTI to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Equityholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement remains in effect. Each Stockholder shall forward pursuant to Purchaser any proxy cards that such Stockholder receives with respect to the Offer or the Merger AgreementSection 4.2.

Irrevocable Proxy. In the event that any (a) Each Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser constitutes and appoints 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 the attorney Stockholder’s true and proxy of such lawful proxies, for and in the Stockholder’s name, place and stead to vote the Parent Shares owned by the Stockholder pursuant to the provisions of section 212 of the DGCL, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to all shares any matter that may be put to a vote of Common Stock, including the Shares, that stockholders of Parent at such Stockholder is entitled to vote at any next annual general meeting of stockholders 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, certificate or other document relating to Parent that applicable law may permit or require, to cause the Parent Shares to be voted. (b) Each Stockholder agrees that each certificate, 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 removal of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of foregoing legend from any such meeting certificate (or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have related electronic entry) immediately upon the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits expiration of the Company or any stockholders of the Company proxy provided herein. (including the Stockholdersc) 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms of this Agreement. THE PROXIES AND POWERS GRANTED BY STOCKHOLDERS PURSUANT TO THIS PROXY SECTION 5.09 ARE IRREVOCABLE DURING THE PERIOD DESCRIBED ABOVE AND POWER OF ATTORNEY IS IRREVOCABLE AND ARE 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 consent 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. In Pledgor irrevocably constitutes and appoints Secured Party after the event that any Stockholder shall breach occurrence and continuation of an Event of Default, whether or not the Collateral has been transferred into the name of Secured Party or its ----------------- covenant set forth nominee, as Pledgor's proxy with full power, in Section 7.1the same manner, to the same extent and with the same effect as if Pledgor were to do the same: (a) to attend all meetings of stockholders of each Company held from the date hereof and to vote the Collateral at such Stockholder (meeting in such manner as Secured Party shall, in its sole discretion, deem appropriate, including, without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as limitation, in favor of the attorney and proxy liquidation of such Stockholder pursuant Company; (b) to consent, in the provisions sole discretion of section 212 Secured Party to any and all action by or with respect to each Company for which the consent of the DGCLstockholders of such Company is or may be necessary or appropriate; and (c) without limitation, with to do all things which Pledgor can or could do as a stockholder of each Company, giving to Secured Party full power of substitutionsubstitution and revocation; PROVIDED, to vote, and otherwise act (by written consent or otherwise) with respect to all shares of Common Stock, including the SharesHOWEVER, that such Stockholder is entitled to vote at any meeting of stockholders of this proxy shall not be exercisable by Secured Party and Pledgor alone shall have the Company foregoing powers (whether annual or special and whether or not an adjourned the Collateral has been transferred into the name of Secured Party or postponed meetingits nominee) until Secured Party has given to Pledgor written notice of Secured Party's election to exercise this proxy and either (i) all or consent in lieu any part of any such meeting Indebtedness has been declared by Secured Party to be, or otherwisehas become, to vote such shares immediately due and payable as set forth provided in Section 7.1 aboveparagraph 9(b) hereof, or (ii) demand for payment has been made respecting any Indebtedness which is payable on demand; provided that in any such vote or other action pursuant to such proxyprovided, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 Secured Party may, at its option upon notice to Pledgor, elect to postpone having this -------- ------- proxy become exercisable notwithstanding the occurrence of any event described in this sentence which would otherwise cause this proxy to become exercisable. This proxy shall irrevocably cease terminate when this Security Agreement is no longer in full force and effect as hereinafter provided. Pledgor hereby revokes any proxy or proxies heretofore given by Pledgor to be in effect at any time that (x) the Offer shall have expired person or terminated without persons whatsoever and agrees not to give any share of Common Stock being purchased thereunder in violation of the 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 in derogation hereof until this Security Agreement is no longer in full force 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 consent executed (and if given or executed, shall not be effective) by Stockholder with respect thereto so long effect 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 Agreementhereinafter provided.

Irrevocable Proxy. In the event that any (a) Each Purchaser Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser (to the fullest extent permitted by law) appoints the Purchaser, and any designee of the Purchaser, and each of them individually, as the attorney sole and proxy exclusive attorneys-in-fact and proxies of such Purchaser Stockholder pursuant to the provisions of section 212 of the DGCL, with full power of substitutionsubstitution and resubstitution, at any time after the date hereof and through and including the Expiration Date to vote and exercise all voting rights with respect to, and to grant a consent or approval in respect of (in each case, to vote, and otherwise act (by written consent or otherwise) with respect to all shares of Common Stock, including the Shares, full extent that such Purchaser Stockholder is entitled to vote at any meeting of stockholders do so), all of the Company Purchaser Shares (whether annual including, without limitation, the power to execute and deliver written consents), at the Special Meeting or special otherwise with respect to the matters described in 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 accordance with Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms of this Agreement3 hereof. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTERESTINTEREST THROUGHOUT THE TERM HEREOF. Each Upon the execution of this Agreement by each Purchaser Stockholder, such Purchaser Stockholder hereby revokes, effective upon revokes any and all prior proxies or powers of attorney given by such Purchaser Stockholder with respect to voting of or granting consent with respect to the execution Purchaser Shares on the matters referred to in Section 3 and delivery of the Merger Agreement by the parties thereto, all other agrees not to grant any subsequent proxies and or powers of attorney with respect to the Shares that Stockholder may have heretofore appointed voting of 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 granting consent 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 Purchaser Shares on the matters referred to in Section 3 until after the termination of this Agreement. Each Purchaser Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Purchaser Stockholders’ execution and delivery of this Agreement and the Purchaser Stockholders’ granting of the proxies contained in this Section 4. Each Purchaser Stockholder hereby affirms that the proxy granted in this Section 4 is given in connection with the execution of the Merger Agreement, and that such proxy is given to secure the performance of the duties of such Purchaser Stockholder under this Agreement. Each Purchaser Stockholder agrees to execute any further agreement or form reasonably necessary to confirm and effectuate the grant of the proxy contained herein. All authority conferred pursuant to this Section 4 and otherwise in this Agreement shall survive the death or incapacity of the Purchaser Stockholder. (b) Purchaser, and any designee of the Purchaser, as the sole and exclusive attorneys-in-fact and proxies of the Purchaser Stockholders pursuant to Section 4(a) hereof, hereby irrevocably agree to vote and exercise all voting rights with respect to, and to grant a consent or approval in respect of (in each case, to the full extent that such Purchaser and any designee of Purchaser is entitled to do so), all of the Purchaser Shares (including, without limitation, the power to execute and deliver written consents), at the Special Meeting or otherwise with respect to the matters described in and in accordance with Section 3 hereof.

Irrevocable Proxy. In the event that any Stockholder shall breach By execution of this Agreement, each Securityholder and its ----------------- covenant set forth in Section 7.1, such Stockholder Affiliates (without any further action on such Stockholder's partif applicable) shall be deemed to have do hereby irrevocably appointed Purchaser as and unconditionally appoint and constitute INSW or any designee thereof, until the attorney and Expiration Time (immediately after which time this proxy of such Stockholder pursuant to the provisions of section 212 of the DGCLshall automatically be revoked), with full power of substitutionsubstitution and resubstitution, as such Securityholder’s or Affiliates’ (if applicable) true and lawful attorney-in-fact and irrevocable proxy, to votethe 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 otherwise act exercise all voting and related rights, sign or execute forms of proxy and/or such other deeds or documents (by including, without limitation, the power to execute and deliver written consent or otherwiseconsents) with respect to all shares of Common Stock, including such Subject Securities owned or held by the Shares, that Shareholder regarding the matters referred to in 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 consent in lieu of any such meeting or otherwise, to vote such shares Subject Securities as set forth in Section 7.1 above; provided that in any such vote or other action pursuant ‎3. Each Securityholder and its Affiliates (if applicable) intend this proxy to such proxy, Purchaser -------- shall not have be irrevocable and coupled with an interest until the right Expiration Time (and such at which time this proxy shall not confer the rightautomatically be revoked) for all purposes and hereby represents that any proxies heretofore given with respect to vote 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 reduce the Offer Price or the Merger Consideration (as defined 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 otherwise modify or amend the Merger Agreement to reduce the rights or benefits be done in accordance with this Section 5. At any meeting of the Company Securityholders of DSSI (whether annual or any stockholders special) to which Section ‎3 is applicable, each Securityholder shall (and shall cause its Affiliates to), or shall direct (and shall cause its Affiliates to direct) the holder(s) of record of all of the Company Subject Securities of such Securityholder or Affiliate (if applicable) on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Securities of such Securityholder or Affiliate (if applicable) to be counted as present thereat for purposes of establishing a quorum. If for any reason any proxy granted herein is not irrevocable after it becomes effective, then the Securityholder granting such proxy agrees, until the Expiration Time, to vote the Subject Securities of such Securityholder in accordance with the Required Votes. The parties hereto agree that the foregoing is a voting agreement. This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the Securityholder (including any transferee of any of the StockholdersSubject Securities). Each Securityholder undertakes and agrees: (i) under to indemnify the Offer 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 Merger Agreement or Attorney may become liable by reason of acting in good faith pursuant to reduce the obligations and in accordance with this power of Purchaser and/or Sub thereunderattorney; and provided further, (ii) that this -------- ------- proxy shall irrevocably cease to be in effect at any time that (x) the Offer shall have expired or terminated without any share of Common Stock being purchased thereunder in violation of the 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 consent executed (and if given or executed, Attorney 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 liable to the Offer Securityholder for any loss or damage occurring as a result of any act or omission made by the Merger AgreementAttorney by reason of acting in good faith pursuant to and in accordance with this power of attorney.

Irrevocable Proxy. In (a) Each of the event that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1Stockholders other than MSD Portfolio, such Stockholder L.P. - Investments, Black Marlin Investments, LLC and Vermeer Investments, LLC (without any further action on the "MSD STOCKHOLDERS") hereby appoints ▇▇▇▇▇ ▇. ▇▇▇▇▇, until termination of this Agreement, as such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney and proxy of such Stockholder pursuant to the provisions of section 212 of the DGCL, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to all shares the Voting Common Shares of Common Stocksuch Stockholder, including on the Sharesmatters and in the manner specified in Section 1.1 hereof. (b) In the event any of the MSD Stockholders shall fail to comply with the provisions of Section 1.1 hereof, each such MSD Stockholder agrees that such Stockholder is entitled to vote at failure shall result, without any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any further action by such meeting or otherwiseMSD Stockholder, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits irrevocable appointment 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms until termination of this Agreement. THIS PROXY , as such MSD Stockholder's attorney and proxy with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to the Voting 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 IS GRANTED PURSUANT TO THE ABOVE PARAGRAPHS ARE IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Stockholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, 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 that which such 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 consent executed (and if given or executed, shall not be effective) by such Stockholder with respect thereto so long as thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of each Stockholder and any obligation of a Stockholder under this Agreement remains in effect. Each Stockholder shall forward to Purchaser any proxy cards that be binding upon the heirs, personal representatives and successors of such Stockholder receives with respect to the Offer or the Merger AgreementStockholder.

Irrevocable Proxy. In the event that any Stockholder shall breach its ----------------- covenant set forth in furtherance of Section 7.11, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney each CS Shareholder by executing and proxy of such Stockholder pursuant delivering to the provisions Company this Agreement or an Instrument of section 212 of Accession hereby constitutes and appoints the DGCL, [Secretary] (with full power of substitution) as the proxy and attorney-in-fact for such CS Shareholder, to votefor and in the name, place and otherwise act (by written consent or otherwise) stead of such CS Shareholder, with respect to all shares of Common Stockthe matters set forth in Sections 1.1 and 1.2 herein, including the Shares, that such Stockholder is entitled to vote at attend any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders 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 Stockholders) under CS Shareholder with all powers possessed by the Offer CS Shareholder if personally present at any such meeting consistently with Sections 1.1 and 1.2 hereof. Such attorney-in-fact may evidence the taking of any action, the giving of any consent or the Merger Agreement casting of votes by the execution of any document or to reduce instrument for such purpose in the obligations name of Purchaser and/or Sub thereunder; the CS Shareholder, and provided further, that this -------- ------- proxy shall irrevocably cease do and perform each and every act and thing whether necessary or desirable to be in effect at any time that (x) done, as fully as the Offer shall have expired CS Shareholder might or terminated without any share of Common Stock being purchased thereunder in violation could do as a voting securityholder of the terms of the Offer or (y) Purchaser or Sub Company. The proxy granted pursuant to this Section 2.1 is coupled with an interest and shall be in violation of irrevocable unless and until this Agreement terminates or expires pursuant to Section 4.1 hereof or the terms provisions of this Agreement. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTERESTAgreement no longer apply to a CS Shareholder pursuant to Section 4.2 hereof. Each Stockholder CS Shareholder hereby revokesrevokes any and all previous proxies with respect to all the Shares owned by such CS Shareholder or over which such CS Shareholder has voting control, effective upon the execution and delivery of the Merger shall not hereafter, unless and until this Agreement by the parties theretoterminates or expires pursuant to Section 4 hereof, all purport to grant any other proxies and powers proxy or power of attorney with respect to the any such Shares, deposit any of such Shares that Stockholder may have heretofore appointed into a voting trust or grantedenter into any agreement (other than this Agreement), and no subsequent arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or power of attorney (except in furtherance of Stockholder's obligations under 7.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by 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 give instructions with respect to the Offer or voting of any of the Merger AgreementShares, in each case, with respect to any of the matters set forth herein.

Irrevocable Proxy. In Each Stockholder constitutes and appoints each of Parent and Merger Sub, and each of their respective officers, each acting individually, from and after the event that any Stockholder date hereof until the earlier to occur of the Effective Time and the termination of this Agreement pursuant to Section 9 (at which point such constitution and appointment shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on automatically be revoked and rescinded and of no force and effect) as such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney attorney, agent and proxy of (each such Stockholder pursuant to the provisions of section 212 of the DGCLconstitution and appointment, an “Irrevocable Proxy”), with full power of substitution, to vote, vote and otherwise act (by written consent or otherwise) with respect to all shares of Common Stocksuch Stockholder’s Shares at the Company Stockholders Meeting, including and in any action by written consent of the Shares, that 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 consent in lieu of any such meeting or otherwisethe Company Stockholders Meeting, to vote such shares as set forth on the matters and in the manner specified in Section 7.1 above; provided that 1.1, in any such vote or other action pursuant each case subject to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms of this Agreementapplicable Law. THIS EACH SUCH PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTERESTINTEREST 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, effective upon the execution and delivery of the Merger Agreement by the parties thereto, revokes all other proxies and powers of attorney with respect to the all of such Stockholder’s Shares that Stockholder may have heretofore been appointed or granted, and agrees until the earlier to occur of the Effective Time and the termination of this Agreement pursuant to Section 9 that no subsequent proxy or power of attorney (except in furtherance of Stockholder's obligations under 7.1 hereof) shall be given or written consent executed (and if given or executedgiven, shall not be effective) by such Stockholder with respect thereto so long as on the matters covered by Section 1.1, other than a proxy solicited by the Proxy Statement to the extent necessary to permit the Stockholder to comply with 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 remains in effect. Each Stockholder shall forward to Purchaser any proxy cards that such Stockholder receives with respect to be binding upon the Offer or the Merger Agreement.heirs, personal representatives, successors and assigns of such

Irrevocable Proxy. In the event that Each Grantor hereby revokes (except for any Stockholder shall breach its ----------------- covenant set forth proxies granted in Section 7.1, such Stockholder (without any further action on such Stockholder's partfavor of UB) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney and proxy of such Stockholder pursuant all previous proxies with regard to the provisions of section 212 of Pledged Securities, the DGCL, with full power of substitution, Pledged Partnership Interests (if such interests are limited partnership interests) and the Pledged Limited Liability Company Interests and appoints the Lender as its proxyholder and attorney-in-fact to vote, (i) attend 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 meeting of stockholders and all meetings of the Company shareholders of the corporation(s) which issued the Pledged Securities (whether annual or special and whether or not transferred into the name of the 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 shareholders of such corporation(s) executed on or after the date of the giving 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) attend and vote at any and all meetings of the members of the Pledged Entities (whether or not such Pledged Limited Liability Company Interests or Pledged Partnership Interests are transferred into the name of the 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 executed on or after the date of the giving 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 Pledged Partnership Interests or had personally signed the consents, waivers or ratifications; provided, however, that the Lender as proxyholder and attorney-in-fact shall have rights hereunder only upon the occurrence and during the continuance of an adjourned Event of Default. Each Grantor hereby authorizes the Lender to substitute another Person (which Person shall be a successor to the rights of the Lender hereunder or postponed meetinga nominee appointed by the Lender to serve as proxyholder) as the proxyholder and, upon the occurrence or consent in lieu during the continuance of any such meeting or otherwiseEvent of Default, hereby authorizes and directs the proxyholder to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have file this proxy and the right (and such proxy shall not confer substitution instrument with the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits secretary of the Company appropriate corporation, limited partnership or any stockholders limited liability company. This proxy is coupled with an interest and is irrevocable until such time each Commitment and each Letter of the Company (including the Stockholders) under the Offer or the Merger Agreement or to reduce the obligations of Purchaser and/or Sub thereunder; Credit has expired and provided further, that this -------- ------- proxy shall irrevocably cease to be all Obligations have been paid in effect at any time that (x) the Offer shall have expired or terminated without any share of Common Stock being purchased thereunder in violation of the 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 consent 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 Agreementfull.

Irrevocable Proxy. In As a condition precedent to the event that Company's ----------------- obligation to issue any Stockholder of the Shares upon the Optionee's exercise of this Option, in whole or in part, and as part of the consideration for such Shares, Optionee shall breach its ----------------- covenant set forth in Section 7.1grant 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 Stockholder (without any further action on such Stockholder's part) proxy to be in a form reasonably acceptable to the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇. Such proxy shall be deemed to have hereby irrevocably appointed Purchaser appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as the attorney proxy in respect of any and proxy all of the Shares held by Optionee or any transferee of such Stockholder pursuant Shares and shall grant to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ the provisions of section 212 of the DGCL, with full power of substitution, right to vote, vote and otherwise act for such Optionee or transferee at all meetings and on all actions (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 meeting of stockholders of the Company (whether annual Company's stockholders in the same manner and to same extent as if such Optionee or special transferee voted or acted in respect of such Shares. Such proxy shall be exercised by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in his sole and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwiseabsolute discretion, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price be considered a fiduciary of, or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 a confidential or special relationship with Optionee or any time that (xtransferee of the Shares. Notwithstanding any other provision to the contrary, any such proxy granted pursuant to this Section 6(vi) shall terminate on the Offer shall have expired or terminated without any share consummation of the initial sale of Common Stock being purchased thereunder by the Company to the general public in violation of a bona fide firm commitment underwritten public offering pursuant to a registration statement filed with, and declared or ordered effective by, the terms of Securities Exchange Commission under the Offer or Securities Act (y) Purchaser or Sub shall be in violation of the terms of this Agreement"INITIAL PUBLIC OFFERING"). THIS EACH PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND 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. Each Stockholder hereby revokes, effective upon the execution and delivery of the Merger Agreement Any refusal or failure by the parties theretoOptionee to grant such proxy or any attempted revocation of such proxy shall, all other proxies without further act or deed by the Optionee or any transferee of such Shares, constitute a forfeiture of this Option and powers of attorney with respect any Shares acquired pursuant to this Option and shall be deemed transferred to the Shares that Stockholder may have heretofore appointed or granted, Company and no subsequent proxy or power of attorney (except in furtherance of Stockholder's obligations under 7.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by 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 Agreementthereafter constitute treasury shares.

Irrevocable Proxy. (a) In the event that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney and proxy of such Stockholder pursuant to the provisions of section 212 furtherance of the DGCLtransactions contemplated hereby, concurrently with full power of substitution, to 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 meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms execution of this Agreement, the Stockholder shall execute and deliver to Seller a proxy in the form attached hereto as Exhibit A (the "Proxy"). THIS THE PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Such irrevocable Proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law (the "DGCL"). (b) The Stockholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, revokes all other proxies and powers of attorney with respect to the Shares that which the Stockholder may have heretofore appointed or grantedgranted only to the extent it relates to the matters referred to in Section 1.1 hereof, and no subsequent proxy or power of attorney (except in furtherance of Stockholder's obligations under 7.1 hereof) shall be given or written consent executed only to the extent it relates to the matters referred to in Section 1.1 hereof (and if given or executed, such proxy or power of attorney shall not be effective) by such Stockholder with respect thereto so long as thereto. All authority conferred by this Section 1.2 or agreed to be conferred shall survive the death or incapacity of the Stockholder and any obligation of the Stockholder under this Agreement remains shall be binding upon the heirs, personal representatives, assigns and successors of the Stockholder. All authority conferred by this Section 1.2 or agreed to be conferred shall survive the death or incapacity of the Stockholder and any obligation of the Stockholder under this Agreement shall be binding upon the heirs, personal representatives, assigns and successors of the Stockholder. (c) The Seller hereby agrees, during the time this Agreement is in effect. Each Stockholder shall forward , to Purchaser take any proxy cards that such Stockholder receives with respect and all actions necessary to cause the Proxies to be voted at any meeting of the Company's stockholders in favor of all the transactions contemplated by the Financing Agreements. (d) The Seller hereby agrees not to consent any amendment or modification to the Offer Purchase Agreement, including, but not limited to, Article VII or the Merger Agreementdefinition of "Closing Date" contained therein, which would adversely effect the Stockholder pursuant to the terms of this Agreement without the written consent of the Stockholder.

Irrevocable Proxy. In The Stockholder hereby revokes any and all prior proxies or powers of attorney in respect of any of the event that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as Shares and constitutes and appoints the attorney and proxy of such Stockholder pursuant to the provisions of section 212 Company, or any nominee of the DGCLCompany, with full power of substitutionsubstitution and resubstitution, at any time during the Term, as its proxy (its "PROXY"), for and in its name, place and stead, to votevote each of its Shares as its Proxy, and otherwise at every annual, special, adjourned or postponed meeting of the stockholders of Parent or to act (by written consent or otherwise) with in respect to all shares of Common Stockthereof, including the Sharesright to sign its name (as stockholder) to any consent, certificate or other document relating to Parent and any matter referred to in Section 2.01 above that Delaware law may permit or require. This proxy is given to secure the performance of the Stockholder's obligations under this Agreement. The Stockholder acknowledges that THIS PROXY (a) constitutes, among other things, an inducement for the Company to enter into the Merger Agreement, (b) IS COUPLED WITH AN INTEREST and (c) IS IRREVOCABLE AND SHALL NOT BE TERMINATED UPON THE OCCURRENCE OF ANY EVENT; PROVIDED, that such this proxy shall terminate at the end of the Term. The Stockholder hereby ratifies and confirms all that the Proxy may lawfully do or cause to be done by virtue hereof. The proxy granted herein by the Stockholder is entitled executed and intended to vote at any meeting be irrevocable in accordance with the provisions of stockholders Section 212(e) of the Company (whether annual DGCL. The Stockholder hereby agrees that it shall not, during the Term of this Agreement, appoint or special and whether or not an adjourned or postponed meeting) or consent in lieu of grant any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right subsequent proxy (and if appointed or granted in violation hereof, any such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger be effective). The Stockholder shall promptly cause a copy of this Agreement to reduce be deposited with Parent at its principal place of business. The Stockholder shall take such further action or execute such other instruments as may be reasonably requested to effectuate 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms intent 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 consent 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 AgreementSection 2.03.

Irrevocable Proxy. (a) At least ten Business Days prior to any meeting of stockholders (or 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 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 and attorneys-in-fact as to the matters to be voted at the meeting, shall state that it is irrevocable and shall be voted in accordance with the provisions of this Agreement. Such proxy shall also state that it is not effective until the date of the applicable meeting of stockholders and that its effectiveness is contingent upon the Company not having received, prior to the third Business Day before the meeting, 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 event 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 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 breach its ----------------- covenant 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 2.5(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, or shall be voted in a manner that is contrary to this Agreement, the irrevocable proxies set forth in Section 7.12.5(d) below shall thereupon be irrevocably activated with respect to the matters to be brought before the meeting, such Stockholder or which are subject to the consent, as the case may be. (without any further action on such d) In order to secure each Stockholder's partobligation to vote (or to act or not act by written consent with respect to) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney and proxy of such Stockholder pursuant to all Voting Shares beneficially owned by it in accordance with the provisions of section 212 of the DGCLthis Article II and Sections 3.2 and 8.11, each Stockholder hereby appoints each other Stockholder as its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote, and otherwise vote (or to act (or not act by written consent or otherwise) with respect to to) all shares of Common Stock, including the Shares, that 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 consent Voting Shares beneficially owned by it in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of accordance with the terms of this Agreement. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Agreement and to take all such other actions as are necessary to enforce the rights of such other Stockholders under this Article II and Sections 3.2 and 8.11 in the event the Stockholder hereby revokes, effective upon the execution and delivery fails to comply with any provision 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 consent executed (and if given or executed, shall not be effective) by Stockholder with respect thereto so long as this Agreement remains in effect. Each granting such other Stockholder shall forward to Purchaser any proxy cards that such Stockholder receives with respect to the Offer or the Merger Agreementrights under this Article II and Sections 3.2 and 8.

Irrevocable Proxy. In the event that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney and proxy of such Stockholder pursuant to the provisions of section 212 of the DGCL, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) Solely with respect to all shares of Common Stock, including the Shares, that 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 consent in lieu of any such meeting or otherwise, to vote such shares as set forth in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration Article 8 Matters (as defined hereinafter), Borrower hereby irrevocably grants and appoints Lender, from the date of this Agreement until the termination of this Agreement in accordance with its terms, as Borrower’s true and lawful proxy, for and in Borrower’s name, place and stead to vote the Merger AgreementPledged Interests, whether directly or indirectly, beneficially or of record, now owned or hereafter acquired, with respect to such Article 8 Matters only to the extent that an Article 8 Matter was put to vote by a party other than Lender. The proxy granted and appointed in this Section 18(1) shall include the right to sign Borrower’s name (as a member of Mortgage Borrower) to any consent, certificate or other document relating to otherwise modify an Article 8 Matter and the Pledged Interests that applicable law may permit or amend require to cause 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 Pledged Interests to be voted in effect at any time accordance with the preceding sentence. Borrower hereby represents and warrants that (x) the Offer shall have expired or terminated without any share of Common Stock being purchased thereunder in violation of the 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 there are no other proxies and powers of attorney with respect to the Shares an Article 8 Matter that Stockholder may have heretofore appointed Borrower has granted or granted, and no appointed. Borrower will not give a subsequent proxy or power of attorney (except in furtherance of Stockholder's obligations under 7.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by Stockholder with respect thereto so long as this Agreement remains in effect. Each Stockholder shall forward to Purchaser enter into any proxy cards that such Stockholder receives other voting agreement with respect to the Offer Pledged Interests with respect to any Article 8 Matter and any attempt to do so with respect to an Article 8 Matter shall be void and of no effect. The proxies and powers granted by the Borrower pursuant to this Agreement are coupled with an interest and are given to secure the performance of the Borrower’s obligations. As used herein, “Article 8 Matter” means any action, decision, determination or election by Mortgage Borrower or its member(s) prior to the Merger Agreementtermination of this Agreement that Mortgage Borrower’s membership interests or other equity interests, or any of them, will “opt out” from being a “security” as defined in and governed by Article 8 of the Uniform Commercial Code.

Irrevocable Proxy. In the event that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such As security for Stockholder's part) shall be deemed to have obligations under Section 2.1 hereof, Stockholder hereby irrevocably appointed constitutes and appoints Purchaser as the its attorney and proxy of such Stockholder pursuant to the provisions of section 212 Section 212(c) of the Delaware General Corporation Law ("DGCL"), with full power of substitutionsubstitution and resubstitution, to vote, and otherwise act (by written consent or otherwise) with respect to all shares of Common Stock, including vote the Shares, that such Stockholder is entitled to vote Shares at any meeting of stockholders of the Company Company, however called, or in connection with any action by written consent by the stockholders of the Company, in each case only as and to the extent provided in clauses (whether annual or special i), (ii) and whether or not an adjourned or postponed meeting(iii) or consent in lieu of any such meeting or otherwiseSection 2.1 hereof; provided, to vote such shares as set forth in Section 7.1 above; provided that however, that, without limiting the foregoing, in any such vote or other action pursuant to such proxy, the Purchaser -------- shall not in any event have the right (and such proxy shall not confer the right) to vote against the Merger, to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the Company (including the StockholdersStockholder) under the Offer or the Merger Agreement or to reduce the obligations of Purchaser and/or Sub thereunder; and provided provided, further, that the proxy granted pursuant to this -------- ------- proxy Section 2.2 shall irrevocably cease to and shall be in of no further force or effect at any time that upon (x) the Offer shall have expired or terminated without any share breach by Purchaser of Common Stock being purchased thereunder in violation any of its obligations under Section 1.1(a) of the terms of the Offer or Merger Agreement, (y) any violation by Purchaser or Sub shall be in violation of any of the terms of this AgreementAgreement or (z) the termination of the Merger Agreement or this Agreement in accordance with its terms. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE IRREVOCABLE, SUBJECT TO THE FOREGOING AND SECTION 3.1 HEREOF, AND COUPLED WITH AN INTEREST. Each Stockholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, revokes all other proxies and powers of attorney with respect to the Stockholder's Shares that Stockholder it 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 consent executed (and if given or executed, shall not be effective) by Stockholder with respect thereto so long thereto, other than 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 Agreementcontemplated by Section 2.1 hereof.

Irrevocable Proxy. In Each Stockholder, and the event that any Stockholder Continuing Investor with respect to Subject Shares owned by the GRAT, constitutes and appoints Parent, from and after the date hereof until the earlier to occur of the Effective Time and the termination of this Agreement pursuant to Section 8 (at which point such constitution and appointment shall breach its ----------------- covenant set forth in Section 7.1automatically be revoked), such Stockholder (without any further action on as such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney ’s attorney, agent and proxy of (each such Stockholder pursuant to the provisions of section 212 of the DGCLconstitution and appointment, an “Irrevocable Proxy”), with full power of substitution, to vote, 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 Stockholder’s Subject Shares at any annual, special or other meeting of stockholders the shareholders, and at any adjournment or adjournments or postponement thereof, and in any action by written consent of the Company (whether annual or special shareholders of the Company, on the matters 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 the manner specified in Section 7.1 above; provided that in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the 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 any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms of this Agreement4. THIS EACH SUCH PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTERESTINTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM SUCH SHAREHOLDER MAY TRANSFER ANY OF HIS SHARES IN BREACH OF THIS AGREEMENT. Each Stockholder hereby revokesStockholder, effective upon and the execution and delivery of the Merger Agreement Continuing Investor with respect 4 to Subject Shares owned by the parties theretoGRAT, hereby revokes all other proxies and powers of attorney with respect to the all of such Stockholder’s Subject Shares that Stockholder may have heretofore been appointed or grantedgranted with respect to the matters covered by Section 4, and no subsequent proxy or power of attorney (except in furtherance of Stockholder's obligations under 7.1 hereof) shall be given or written consent executed (and if given or executedgiven, shall not be effective) by such Stockholder with respect thereto so long as on the matters covered by Section 4. 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 remains in effectshall be binding upon the heirs, personal representatives, successors and assigns of such Stockholder. Each It is agreed that Parent will not use the Irrevocable Proxy granted by any Stockholder shall forward to Purchaser any proxy cards that unless such Stockholder receives fails to comply with Section 4 and that, to the extent Parent uses any such Irrevocable Proxy, it will vote the Shares subject to such Irrevocable Proxy only with respect to the Offer or matters specified in, and in accordance with the Merger Agreementprovisions of, Section 4.

Irrevocable Proxy. In the event that any Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such As security for Stockholder's part) shall be deemed to have obligations under Section 2.1 hereof, Stockholder hereby irrevocably appointed Purchaser constitutes and appoints Sub as the his attorney and proxy of such Stockholder pursuant to the provisions of section 212 Chapter 23B.07.220(2) of the DGCLWashington Business Corporation Law (the "Washington Law"), with full power of substitutionsubstitution and resubstitution, to vote, and otherwise act (by written consent or otherwise) with respect to all shares of Common Stock, including vote the Shares, that such Stockholder is entitled to vote Shares at any meeting of stockholders of the Company Company, however called, or in connection with any action by written consent by the stockholders of the Company, in each case only as and to the extent provided in clauses (whether annual or special i), (ii) and whether or not an adjourned or postponed meeting(iii) or consent in lieu of any such meeting or otherwiseSection 2.1 hereof, to vote such shares as set forth in Section 7.1 above; provided that provided, however, that, without limiting the foregoing, in any such vote or other action pursuant to such proxy, Purchaser -------- Sub shall not in any event have the right (and such proxy shall not confer the right) to vote against the Merger, to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the Company (including the StockholdersStockholder) under the Offer or the Merger Agreement or to reduce the obligations of Purchaser and/or Sub thereunder; and provided provided, further, that the proxy granted pursuant to this -------- ------- proxy Section 2.2 shall irrevocably cease to be in effect at any time that (x) the Offer shall have expired or terminated without any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub and shall be in violation of no further force or effect upon the terms termination of this AgreementAgreement in accordance with its terms. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE IRREVOCABLE, SUBJECT TO THE FOREGOING AND SECTION 3.1 HEREOF, AND COUPLED WITH AN INTEREST. Each Stockholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, revokes all other proxies and powers of attorney with respect to the Stockholder's Shares that Stockholder he 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 consent executed (and if given or executed, shall not be effective) by Stockholder with respect thereto so long thereto, other than 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 Agreementcontemplated by Section 2.1 hereof.

Irrevocable Proxy. In If a Stockholder fails to comply with the event that any Stockholder shall breach its ----------------- covenant set forth in provisions of Section 7.11.1, such Stockholder (hereby agrees that such failure shall result, without any further action on by such Stockholder, effective as of the date of such failure, in the constitution and appointment of ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and each of them, from and after the date of such failure until the Termination Date (at which point such constitution and appointment shall automatically be revoked) as such Stockholder's part) shall be deemed to have hereby irrevocably appointed Purchaser as the attorney attorney, agent and proxy of (such Stockholder pursuant to constitution and appointment, the provisions of section 212 of the DGCL"Irrevocable Proxy"), with full power of substitution, to vote, 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 Stockholder's Shares at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise), to vote such shares as set forth in Section 7.1 above; provided that however called, and in any such vote or other action pursuant to such proxy, Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits by written consent of the Company or any stockholders of the Company (including Company, on the Stockholders) under matters and in 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 manner specified in effect at any time that (x) the Offer shall have expired or terminated without any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms of this AgreementSection 1.1. THIS PROXY AND POWER OF ATTORNEY IS ARE IRREVOCABLE AND COUPLED WITH AN INTERESTINTEREST 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, effective upon the execution and delivery of the Merger Agreement by the parties thereto, revokes all other proxies and powers of attorney with respect to the all such Stockholder's Shares that Stockholder may have heretofore been 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 consent executed (and if given or executedgiven, shall not be effective) by such Stockholder with respect thereto so long as thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of such Stockholder and any obligation of such Stockholder under this Agreement remains in effect. Each Stockholder shall forward to Purchaser any proxy cards that be binding upon the heirs, personal representatives, successors and assigns of such Stockholder receives with respect to the Offer or the Merger AgreementStockholder.

Irrevocable Proxy. In the event that any The Stockholder shall breach its ----------------- covenant set forth in Section 7.1, such Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed appoints the Purchaser as the attorney and proxy of such Stockholder pursuant to the provisions of section 212 of the DGCLStockholder, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to all shares of Common Stock, including the Shares, Shares that such Stockholder is entitled to vote at any meeting of stockholders of the Company (whether annual annual, special or special other meeting and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such shares Shares as set forth in Section 7.1 above2 hereof; provided that in any such vote or other action pursuant to such proxy, the Purchaser -------- shall not have the right (and such proxy shall not confer the right) to vote to reduce the Offer Merger Price or the Merger Consideration (as defined in the Merger Agreement) or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any stockholders of the Company (including the StockholdersStockholder) 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) on the Offer shall have expired or terminated without any share of Common Stock being purchased thereunder in violation of the terms of the Offer or (y) Purchaser or Sub shall be in violation of the terms of this AgreementTermination Date. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each The Stockholder hereby revokes, effective upon the execution and delivery of the Merger this Agreement by the parties theretohereto, all other proxies and powers of attorney with respect to the Shares that Stockholder he may have heretofore appointed or granted, and no subsequent proxy or power of attorney (except in furtherance of Stockholder's his obligations under 7.1 Section 2 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by Stockholder him with respect thereto so long as this Agreement remains in effect. Each The Stockholder shall forward to the Purchaser any proxy cards that such the Stockholder receives with respect to the Offer or the Merger Agreement.