Common use of Irrevocable Proxy Clause in Contracts

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Subject Shares; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and 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 intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initio.

Irrevocable Proxy. Each Solely with respect to the matters described in Section 1.1, Stockholder hereby irrevocably appoints Investor (or any nominee of Investor) as Stockholder’s lawful agent, attorney and proxy with full power of substitution and resubstitution, for and in the name, place and stead of Stockholder, to the full extent of Stockholder’s voting rights with respect to Stockholder’s Owned Shares (which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of Section 212 of the Delaware General Corporation Law) to vote all Stockholder’s Owned Shares solely on the matters, and in the manner, described in Section 1.1, and in accordance herewith. Stockholder hereby revokes any proxies previously granted that would otherwise conflict with the proxy contemplated pursuant to this Section 1.2 and all previous proxies granted with respect agrees to its Subject Shares (execute any further agreement, form, notice or other such requirement reasonably necessary or appropriate to confirm and such effectuate the grant of the proxy contained herein. Stockholder hereby represents acknowledges that any the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Securities Purchase Agreement, and that such prior irrevocable proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxy, with full power given to secure the performance of substitution, for and in such Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Subject Shares; provided that (a) Parent shall not exercise the proxy granted by such duties of Stockholder under this Section 1.02 more than ten (10) Business Days prior to Agreement. Stockholder hereby further acknowledges that the Company Stockholders’ Meeting unless such Stockholder fails to comply irrevocable proxy is coupled with his obligation an interest and may under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxyno circumstances be revoked. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions things or acts that the such irrevocable proxy appointed hereunder may lawfully do or cause to be done in accordance by virtue hereof to the extent consistent with this Section 1.02Agreement. Each To the extent that Stockholder intends this is the beneficial but not the record owner of any Owned Shares, Stockholder shall cause the record owner of any such Owned Shares to vote and grant a proxy to be irrevocable and 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 intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Owned Shares in a the same manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initioas described above.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Subject Shares; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and 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 intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02‎1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initio.

Irrevocable Proxy. Each (a) Stockholder hereby revokes any and all previous proxies granted by Stockholder with respect to its Subject Shares Company Common Stock owned (and such Stockholder hereby represents that any such prior proxy is revocable)whether beneficially or of record) by it as of the date of this Agreement. By entering into this Agreement, such Stockholder hereby irrevocably grants a proxy appointing to, and appoints, Parent and any designee of Parent (determined in Parent’s sole discretion) as such Stockholder’s attorney-in-fact and proxy, with full power of substitutionsubstitution and resubstitution, for and in such Stockholder’s name, to vote, express dissentor cause to be voted (including by proxy or written consent, if applicable) (until the termination of this Agreement in accordance with Section 5.04) any Company Common Stock owned (whether beneficially or otherwise of record) by Stockholder solely to utilize such voting power the extent, and in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shallmanner, in Parent’s sole discretion, deem proper expressly set forth with respect to the Subject SharesRequired Votes in Section 1.01; provided that (a) Parent shall not exercise the Stockholder’s grant of the proxy granted contemplated by such Stockholder under this Section 1.02 more than ten (10) Business Days 1.03 shall be effective if, and only if, the Stockholder fails to be counted as present, fails to consent or to vote such Company Common Stock, as applicable, in accordance with this Agreement or has not delivered to the Company prior to the meeting at which any of the matters described in Section 1.01 are to be considered, a duly executed irrevocable proxy card directing that the shares of Company Stockholders’ Meeting unless Common Stock of the Stockholder be voted in accordance with the Required Votes; provided, further, that any grant of such Stockholder fails to comply with his obligation under this Agreement proxy shall only entitle Parent or attempts or purports its designee to vote on the Subject Shares in a manner inconsistent with matters specified by Section 1.01 1.01, and the Stockholder shall retain the authority to vote on all other matters. (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 Section 1.03, if it becomes effective, except upon the termination of this Agreement in accordance with Section 5.04, is irrevocable and is granted in consideration of Parent entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions affirms that the 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 such irrevocable and unconditional during the term of this Agreement and proxy, if it becomes effective, is coupled with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effect by reason of the intent Merger Agreement and, except upon the termination of this proxyAgreement in accordance with Section 5.04, is intended to be irrevocable. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant agrees, subject to this Section 1.021.03 and unless and until this Agreement is terminated in accordance with Section 5.04, to vote its Company Common Stock (including any New Company Common Stock) in accordance with Section 1.01(a) through Section 1.01(c) above. Any attempt by such Stockholder to grant The parties agree that the foregoing is a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initioagreement.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into execution of this Agreement, such each Stockholder does hereby grants a proxy appointing Parent appoint the Company and any of its designees with full power of substitution and resubstitution, as such Stockholder’s attorney-in-fact true and lawful attorney and irrevocable proxy, with full power to the fullest extent of substitution, for and in such Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper rights with respect to the Subject Covered Shares; provided that (a) Parent shall not , to vote and 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 all voting and related rights, if such Stockholder fails to vote his, her or its Covered Shares, or otherwise fails to perform or comply with his obligation such Stockholder’s obligations under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent Agreement, solely with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior respect 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 this Article matters set forth in Section 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02hereof. Each Stockholder intends this proxy to be irrevocable and unconditional during the term of this Agreement 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 with respect to the Covered Shares and will take represents that none of such further action 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 execute incapacity of such other instruments as may Stockholder and the obligations of such Stockholder shall be reasonably necessary to effect the intent of this proxybinding on such Stockholder’s heirs, personal representatives, successors, transferees and assigns. Each Stockholder hereby agrees not to grant any proxy during the term subsequent powers of this Agreement attorney or proxies with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent 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 automatically terminate upon the Expiration Date. For the avoidance of doubt, this Agreement does not, and is not an agreement to, revoke or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the terminate any proxy granted by the Stockholder pursuant to this Section 1.02 shall be null and void ab initiothe Voting Agreement.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper Solely with respect to the Subject Shares; provided that matters described in Section 1.1, if the Stockholder has not taken a Qualifying Action (aas defined below) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days on or prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and fifth (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd5th) Business Day prior to the Company Stockholders’ Stockholders Meeting, the Stockholder hereby irrevocably appoints (and if such Stockholder holds any Voting Shares through a nominee, such Stockholder shall timely cause and direct such nominee holder to irrevocably appoint) Parent as its proxy (which proxy is and shall provide be irrevocable to the applicable Stockholder extent provided in Section 212 of the Delaware General Corporation Law (the “DGCL”) and which appointment is coupled with written notice at least twenty-four (24an interest for purposes of Section 212 of the DGCL) hours prior to exercising such proxy. The proxy granted vote all Voting Shares owned by such Stockholder pursuant beneficially and/or of record solely on the matters described in Section 1.1, and in accordance therewith, effective from and after such fifth business day prior to this Article 1 is irrevocable the Stockholders Meeting and is granted in consideration of Parent entering into until the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Voting Termination Date. Each Stockholder hereby ratifies agrees to execute (or to cause any nominee holder to execute) any further agreement or form reasonably necessary or appropriate to confirm and confirms all actions that effectuate the grant of the proxy appointed hereunder may lawfully do contained herein. “Qualifying Action” means either (a) the delivery by or cause on behalf of the Stockholder to be done Parent of a copy of such Stockholder’s (or its nominee holder’s) duly executed and valid proxy (and any amendment of such proxy) with respect to the Stockholders Meeting, provided the votes authorized in accordance such proxy or amendment thereof are consistent with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and unconditional during the term terms of this Agreement and coupled such proxy or amendment thereof is otherwise consistent with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effect the intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect or (b) the delivery by each Stockholder to any Subject Shares Parent of a written certificate by one of its duly authorized individuals certifying that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize its nominee holder) shall attend the Stockholders Meeting in person and vote (or cause the voting power of) its Subject Voting 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, such action shall no longer be a Qualifying Action, and Parent shall have the proxy granted pursuant to described in this Section 1.02 shall be null and void ab initio1.2 with respect to such Stockholder’s Voting Shares.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted Solely with respect to its Subject Shares the matters described in Section 1.1, Investor hereby irrevocably appoints ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (or any nominee designated by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇) as Investor’s lawful agent, attorney and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxy, with full power of substitutionsubstitution and resubstitution, for and in such Stockholder’s the name, place and stead of Investor, to vote, express dissent, or otherwise to utilize such the full extent of Investor’s voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper rights with respect to Investor’s Owned Shares (which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of Section 212 of the Subject Shares; provided Delaware General Corporation Law) to vote all Investor’s Owned Shares solely on the matters, and in the manner, described in Section 1.1, and in accordance herewith. The Company shall use its reasonable best efforts to cause ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ to vote Investor’s Owned Shares on the matters, and in the manner, described in Section 1.1, and in accordance herewith. Investor hereby revokes any proxies previously granted that (a) Parent shall not exercise would otherwise conflict with the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder contemplated pursuant to this Article 1 Section 1.2 and agrees to execute any further agreement, form, notice or other such requirement reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Investor hereby acknowledges that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Securities Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Investor under the Securities Purchase Agreement. Investor hereby further acknowledges that the irrevocable proxy is coupled with an interest and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expensesmay under no circumstances be revoked. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder Investor hereby ratifies and confirms all actions things or acts that the such irrevocable proxy appointed hereunder may lawfully do or cause to be done in accordance by virtue hereof to the extent consistent with this Section 1.02Agreement. Each Stockholder intends this To the extent that Investor is the beneficial but not the record owner of any Owned Shares, Investor shall cause the record owner of any such Owned Shares to vote and grant a proxy to be irrevocable and 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 intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Owned Shares that is inconsistent with in the same manner as described above. For the avoidance of doubt, no proxy granted shall be given pursuant to this Section 1.02. Any attempt 1.2 in respect of the Initial Shares (as defined in the Securities Purchase Agreement) acquired by such Stockholder to grant a proxy, vote Investor (or express dissent an affiliate thereof) as part of the Initial Closing (as defined in the Securities Purchase Agreement) with respect to the matter described in clause (or otherwise to utilize the voting power ofi) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this of Section 1.02 shall be null and void ab initio1.1.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect Subject to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into the final sentence of this Section 6, by execution of this Agreement, such Stockholder does hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact appoint the Company and proxy, any of its designees with full power of substitutionsubstitution and resubstitution, for and in such as Stockholder’s nametrue and lawful attorney and irrevocable proxy, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parentfullest extent of Stockholder’s sole discretion, deem proper rights with respect to the Subject Shares or New Shares; provided that , to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (asolely in its capacity as a stockholder) Parent shall to any stockholder consent, if Stockholder is unable to perform or otherwise does not exercise the proxy granted by such Stockholder perform his, her or its obligations under this Section 1.02 more than ten (10) Business Days prior Agreement, with respect to such Shares solely with respect 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 matters set forth in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy1 hereof. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and unconditional during the term of this Agreement and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and will take represents that none of such further action previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or execute such other instruments as may incapacity of Stockholder and the obligations of Stockholder shall be reasonably necessary to effect the intent of this proxybinding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Each Stockholder hereby ▇▇▇▇▇▇ agrees not to grant any proxy during the term subsequent powers of this Agreement attorney or proxies with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent New Shares with respect to (or otherwise to utilize the voting power of) its Subject Shares matters set forth in a manner inconsistent with Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy granted pursuant to set forth in this Section 1.02 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 Agreement 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 be null and void ab initioautomatically terminate upon the Expiration Date.

Irrevocable Proxy. Each (a) From the date of this Agreement until the Termination Date, each Reinvestment Stockholder hereby revokes any irrevocably appoints B▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and all previous proxies granted with respect to A▇▇▇▇▇ ▇▇▇▇▇▇, and each of them as its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxy, proxy with full power of substitution and re-substitution, for and in such to the full extent of Reinvestment Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper rights with respect to all of such Reinvestment Stockholder’s Owned Shares, which proxy is irrevocable (and as such shall survive and not be affected by the Subject Sharesdeath, incapacity, mental illness or insanity of Reinvestment Stockholder) and which appointment is coupled with an interest, to (a) vote (or issue instructions to the record holder to vote) and (b) execute (or issue instructions to the record holder to execute) written consents with respect to, all of such Reinvestment Stockholder’s Owned Shares in accordance with the provisions of Section 1; provided that (a) Parent shall not exercise each Reinvestment Stockholder’s grant of the proxy granted contemplated by such Stockholder under this Section 1.02 more than ten 2(a) shall be effective if, and only if, a Reinvestment Stockholder fails to deliver (10or cause the record holder to deliver) to the Secretary of the Company, at least two (2) Business Days prior to the Company Stockholders’ Meeting unless applicable meeting or deadline for action by written consent, as applicable, a duly executed irrevocable proxy card or written consent, as applicable, directing that such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Reinvestment Stockholder’s Owned Shares be voted in a manner inconsistent accordance with Section 1.01 1 and (bthe Company notifies the Reinvestment Stockholder in writing at least 24 hours in advance that such Person(s) if Parent intends intend to exercise the proxy granted by such Stockholder their rights under this Section 1.02 between 2(a). This proxy, if it becomes effective, is coupled with an interest, was given to secure the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meetingobligations of each Reinvestment Stockholder under Section 1, 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 this Article 1 is irrevocable and is granted was given in consideration of and as an additional inducement of Parent entering and the Company to enter into the Merger Agreement and incurring certain related fees shall be irrevocable, and expenses. The each Reinvestment Stockholder agrees to execute any further agreement or form reasonably necessary to confirm and effectuate the grant of the proxy contained herein and hereby revokes any proxy previously granted by such Reinvestment Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and 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 intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to the Owned Shares. (b) The irrevocable proxy and power of attorney granted by each Reinvestment Stockholder in this Section 2 shall not be terminated by any Subject Shares that is inconsistent act of such Reinvestment Stockholder or other Reinvestment Stockholders, by operation of law or upon the occurrence of any other event other than upon the Termination Date, at which time such proxy shall automatically terminate, or pursuant to the last sentence of this Section 2(b). The irrevocable proxy and power of attorney granted by each Reinvestment Stockholder in this Section 2 and such Reinvestment Stockholder’s other obligations under this Agreement shall be binding upon such Reinvestment Stockholder’s heirs, successors, legal representatives and permitted assigns. Parent and the Company (with the approval of the Special Committee) may terminate this proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise a Reinvestment Stockholder at any time at their mutual election by written notice provided to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initiosuch Reinvestment Stockholder.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect Subject to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into the penultimate sentence of this Section 6, by execution of this Agreement, such each Stockholder does hereby grants a proxy appointing Parent appoint the Company and any of its designees with full power of substitution and resubstitution, as such Stockholder’s attorney-in-fact true and lawful attorney and irrevocable proxy, with full power to the fullest extent of substitution, for and in such Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper rights with respect to the Subject Shares; provided that , to vote and exercise all voting and related rights, including the right to sign such Stockholder’s name (asolely in its capacity as a stockholder) Parent shall not exercise the proxy granted by such to any Stockholder under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless consent, if such Stockholder fails to comply vote his, her or its Shares solely with his obligation under this Agreement respect to the matters set forth in Section 1 hereof by 5:00 p.m. (Eastern Time) on the day immediately preceding the meeting date (or attempts date upon which written consents are requested to be submitted), provided the Stockholder has received information regarding the meeting or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and request for written consent at least five (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th5) Business Day and Days before such shareholder meeting or any consent solicitation or other vote taken of 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 this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02Company’s stockholders. Each Stockholder intends this proxy to be irrevocable and unconditional during the term of this Agreement and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by such Stockholder with respect to the Shares and will take represents that none of such further action previously-granted proxies are irrevocable. 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, Homology and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. The irrevocable proxy and power of attorney granted herein shall survive the death or execute incapacity of such other instruments as may Stockholder and the obligations of such Stockholder shall be reasonably necessary to effect the intent of this proxybinding on such Stockholder’s heirs, personal representatives, successors, transferees and assigns. Each Stockholder hereby agrees not to grant any proxy during the term subsequent powers of this Agreement attorney or proxies with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to the 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 otherwise nominee), Stockholder shall take all action necessary to utilize cause the voting power of) its Subject record holder of such Shares to grant the irrevocable proxy and take all other actions provided for in a manner inconsistent with the proxy granted pursuant to this Section 1.02 6 with respect to such Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall be null and void ab initioautomatically terminate upon the Expiration Date.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into execution of this Agreement, such Stockholder each Securityholder and its Affiliates (if applicable) do hereby grants a irrevocably and unconditionally appoint and constitute INSW or any designee thereof, until the Expiration Time (immediately after which time this proxy appointing Parent shall automatically be revoked), with full power of substitution and resubstitution, as such StockholderSecurityholder’s or Affiliates’ (if applicable) true and lawful attorney-in-fact and irrevocable proxy, with full power to the fullest extent of substitution, for and in such StockholderSecurityholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper Affiliates’ (if applicable) rights with respect to the Subject Shares; provided Securities owned beneficially or of record by such Securityholder or its respective Affiliates (if applicable), to vote (or consent pursuant to a written consent) and exercise all voting and related rights, sign or execute forms of proxy and/or such other deeds or documents (including, without limitation, the power to execute and deliver written consents) with respect to such Subject Securities owned or held by the Shareholder regarding the matters referred to in such Subject Securities as set forth in Section 3. Each Securityholder and its Affiliates (if applicable) intend this proxy to be irrevocable and coupled with an interest until the Expiration Time (at which time this proxy shall automatically be revoked) for all purposes and hereby represents that (a) Parent shall not exercise the any proxies heretofore given with respect to its Subject Securities, if any, are revocable and hereby revokes any proxy previously granted by such Stockholder under this Section 1.02 more than ten each Securityholder and its Affiliates (10if applicable) Business Days prior with respect to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the its Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the Securities. This proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent INSW entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration DateAgreement. Each Stockholder Securityholder and its Affiliates (if applicable) hereby ratifies and confirms all actions that the proxy proxies appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.025. At any meeting of the Securityholders of DSSI (whether annual or special) to which Section 3 is applicable, each Securityholder shall (and shall cause its Affiliates to), or shall direct (and shall cause its Affiliates to direct) the holder(s) of record of all of the 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 Subject Securities). Each Stockholder intends this proxy Securityholder undertakes and agrees: (i) to be irrevocable indemnify the Attorney and unconditional during the term of this Agreement against all actions, claims, demands, proceedings, costs, charges, expenses and coupled with an interest and will take such further action or execute such other instruments as liabilities whatsoever which may be reasonably necessary to effect made against the intent Attorney or for which the Attorney may become liable by reason of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted acting in good faith pursuant to and in accordance with this Section 1.02. Any attempt power of attorney; and (ii) that the Attorney shall not be liable to the Securityholder for any loss or damage occurring as a result of any act or omission made by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares Attorney by reason of acting in a manner inconsistent with the proxy granted good faith pursuant to and in accordance with this Section 1.02 shall be null and void ab initiopower of attorney.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted Solely with respect to its Subject Shares (and such the matters described in Section 1.1, for so long as this Agreement has not terminated in accordance with Section 5.1, each Stockholder hereby represents that irrevocably appoints the Buyer (or any such prior nominee of the Buyer) as the Stockholders’ lawful agent, attorney and proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxy, with full power of substitutionsubstitution and resubstitution, for and in the name, place and stead of the Stockholder, to the full extent of such Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper rights with respect to such Stockholder’s Owned Shares (which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of Section 212 of the Subject Shares; provided Delaware General Corporation Law) to vote all such Stockholder’s Owned Shares solely on the matters described in Section 1.1, and in accordance therewith. Each Stockholder represents that (a) Parent shall any proxies previously granted in respect of the Owned Shares are not exercise irrevocable, and hereby revokes any proxies previously granted that would otherwise conflict with the proxy granted by such Stockholder under contemplated pursuant to this Section 1.02 more than ten (10) Business Days prior 1.2 and agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise grant of the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxycontained herein. The proxy granted by this Section 1.2 shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1. Each Stockholder hereby acknowledges that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder pursuant to under this Article 1 Agreement. Each Stockholder hereby further acknowledges that the irrevocable proxy is irrevocable coupled with an interest and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically may under no circumstances be revoked upon the Expiration Daterevoked. Each Stockholder hereby ratifies and confirms all actions that the such irrevocable proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02by virtue hereof. Each To the extent that such Stockholder intends this is the beneficial but not the record owner of any Owned Shares, such Stockholder shall cause the record owner of any such Owned Shares to vote and grant a proxy to be irrevocable and 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 intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject such Owned Shares that is inconsistent with in the proxy granted pursuant same manner as described above. Notwithstanding anything to the contrary contained in this Agreement, the foregoing provisions of this Section 1.02. Any attempt by 1.2 shall not apply to Simcoe Service Company, LLC or to Simcoe Opportunity Partners, L.P., which shall, in lieu of compliance with such Stockholder provisions, execute and deliver to grant a proxythe Buyer, vote or express dissent cause to be executed and delivered to the Buyer, within five business days after receipt, solely with respect to (its Owned Shares as of the record date for the special meeting, any proxy card sent to the stockholders of the Company soliciting proxies with respect to the Merger Agreement, it being understood that nothing herein shall prevent Simcoe Service Company, LLC or otherwise to utilize Simcoe Opportunity Partners, L.P. from revoking such proxy card upon the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to termination of this Section 1.02 shall be null and void ab initioAgreement.

Irrevocable Proxy. Each Principal Stockholder hereby revokes appoints Parent and any and all previous proxies granted with respect to its Subject Shares designee of Parent (and such Stockholder hereby represents that any such prior proxy is revocablethe “Proxy Holders”). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent each of them individually, as such Principal Stockholder’s proxy and attorney-in-fact and proxypursuant to the provisions of Section 212 of the Delaware General Corporation Law, as amended, with full power of substitutionsubstitution and resubstitution, for to vote and act on such Principal Stockholder’s behalf and in such Principal Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper place and stead with respect to such Principal Stockholder’s Owned Shares, at any annual, special or other meeting of the Subject holders of Company Securities, and at any adjournment or postponement of any such meeting, held during the term of this Agreement, and to act by written consent with respect to each such Principal Stockholder’s Owned Shares; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and unconditional times during the term of this Agreement with respect to the matters (the “Specified Matters”) referred to in, and in accordance with, Section 3(a) hereof; provided, that the Proxy Holders may not act by written consent to approve the Merger Agreement, the Merger or any other transactions contemplated by the Merger Agreement. Each Principal Stockholder affirms that this proxy is coupled with an interest and will 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 reasonably necessary to effect effectuate the intent of this proxyproxy and hereby revokes any and all previous proxies granted with respect to such Principal Stockholder’s Owned Shares. Each Principal Stockholder hereby covenants and agrees not to grant any subsequent proxy during the term of this Agreement with respect to such Principal Stockholder’s Owned Shares, and further covenants and agrees that any Subject such proxy, if granted, shall not be valid or effective. Each Principal Stockholder shall be permitted to vote such Principal Stockholder’s Owned Shares in connection with any of the Specified Matters provided that such vote is inconsistent in compliance with Section 3(a) hereof, and in the case of a vote at a meeting is submitted at least three Business Days prior to such meeting, and in any such circumstance in which such Principal Stockholder’s vote complies with Section 3(a) hereof and the foregoing submission and delivery requirements, the Proxy Holders will not use the proxy granted pursuant to this Section 1.02. Any attempt by 4 unless such Stockholder to grant a proxy, Principal Stockholder’s vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initiois subsequently withdrawn.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect In order to its Subject Shares (and secure the performance of such Stockholder hereby represents that any such prior proxy is revocable). By Stockholder’s obligations under this Agreement, by entering into this Agreement, such Stockholder hereby irrevocably grants a proxy appointing Parent each executive officer of Purchaser as such Stockholder’s attorney-in-fact and proxy, with full power of substitutionsubstitution and resubstitution, for and in such Stockholder’s its name, to vote, express consent or dissent, or otherwise to utilize such voting power in to the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper full extent of such Stockholders’ voting rights with respect to all such Stockholders’ Subject Shares (which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of Section 212 of the DGCL) to vote, and to execute written consents with respect to, all such Stockholders’ Subject Shares; provided Shares solely on the matters described in Section 1.2. Such Stockholder hereby further affirms that (a) Parent shall not exercise such irrevocable proxy is given to secure the proxy granted by performance of the duties of such Stockholder under this Section 1.02 more than ten (10) Business Days prior Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done pursuant to the Company Stockholders’ Meeting unless such Stockholder fails terms hereof. Such irrevocable proxy is executed and intended to comply be irrevocable in accordance with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with provisions of Section 1.01 and (b) if Parent intends to exercise 212 of the proxy granted by such Stockholder under this Section 1.02 between DGCL. Notwithstanding the tenth (10th) Business Day and foregoing, 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 this Article 1 Section 1.3 shall automatically terminate, without any notice or other action by any person, upon termination of this Agreement in accordance with its terms. Such Stockholder hereby revokes any and all previous proxies granted with respect to its Subject Shares. If any Stockholder is irrevocable and is granted in consideration the beneficial owner, but not the record owner, of Parent entering into any of the Merger Agreement and incurring certain related fees and expenses. The proxy granted by Subject Shares, such Stockholder shall automatically be revoked upon cause the Expiration Daterecord owner thereof to execute and grant an irrevocable proxy conforming to the above provisions of this Section 1.3. Each Stockholder hereby ratifies agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and confirms all actions that effectuate the grant of the proxy appointed hereunder may lawfully do or cause to be done contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with this Section 1.02its terms. Each Stockholder intends Parent may terminate this proxy to be irrevocable and 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 intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to a Stockholder at any Subject Shares that is inconsistent with the proxy granted pursuant time at its sole election by written notice provided to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initioStockholder.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into execution of this Agreement, such each Stockholder does hereby grants a proxy appointing Parent appoint the Company and any of its designees with full power of substitution and resubstitution, as such Stockholder’s attorney-in-fact true and lawful attorney and irrevocable proxy, with full power to the fullest extent of substitution, for and in such Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper rights with respect to the Subject Covered Shares; provided that (a) Parent shall not , to vote and 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 all voting and related rights, if such Stockholder fails to vote his, her or its Covered Shares, or otherwise fails to perform or comply with his obligation such Stockholder’s obligations under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent Agreement, solely with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior respect 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 this Article matters set forth in Section 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02hereof. Each Stockholder intends this proxy to be irrevocable and unconditional during the term of this Agreement 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 with respect to the Covered Shares and will take represents that none of such further action previously-granted proxies are irrevocable. 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 execute incapacity of such other instruments as may Stockholder and the obligations of such Stockholder shall be reasonably necessary to effect the intent of this proxybinding on such Stockholder’s heirs, personal representatives, successors, transferees and assigns. Each Stockholder hereby agrees not to grant any proxy during the term subsequent powers of this Agreement attorney or proxies with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise the matters set forth in Section 1 until after the Expiration Date. Notwithstanding anything contained herein to utilize the voting contrary, this irrevocable proxy and power of) its Subject Shares in a manner inconsistent with of attorney shall automatically terminate upon the proxy granted pursuant to this Section 1.02 shall be null and void ab initioExpiration Date.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into execution of this Agreement, such Stockholder each Securityholder and its Affiliates (if applicable) do hereby grants a irrevocably and unconditionally appoint and constitute DSSI or any designee thereof, until the Expiration Time (immediately after which time this proxy appointing Parent shall automatically be revoked), with full power of substitution and resubstitution, as such StockholderSecurityholder’s or Affiliates’ (if applicable) true and lawful attorney-in-fact and irrevocable proxy, with full power to the fullest extent of substitution, for and in such StockholderSecurityholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper Affiliates’ (if applicable) rights with respect to the Subject Shares; provided Securities owned beneficially or of record by such Securityholder or its respective Affiliates (if applicable), to vote (or consent pursuant to a written consent) and exercise all voting and related rights, sign or execute forms of proxy and/or such other deeds or documents (including under seal, if necessary or desirable) and to do such other acts and things as may be necessary (including, without limitation, the power to execute and deliver written consents) with respect to such Subject Securities owned or held by the Shareholder regarding the matters referred to in such Subject Securities as set forth in Section 3. Each Securityholder and its Affiliates (if applicable) intend this proxy to be irrevocable and coupled with an interest until the Expiration Time (at which time this proxy shall automatically be revoked) for all purposes and hereby represents that (a) Parent shall not exercise the any proxies heretofore given with respect to its Subject Securities, if any, are revocable and hereby revokes any proxy previously granted by such Stockholder under this Section 1.02 more than ten each Securityholder and its Affiliates (10if applicable) Business Days prior with respect to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the its Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the Securities. This proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent DSSI entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration DateAgreement. Each Stockholder Securityholder and its Affiliates (if applicable) hereby ratifies and confirms all actions that the proxy proxies appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. At any meeting of the Securityholders of INSW (whether annual or special) to which Section 1.023 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 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 Subject Securities). Each Stockholder intends this proxy Securityholder undertakes and agrees: (i) to be irrevocable indemnify the Attorney and unconditional during the term of this Agreement against all actions, claims, demands, proceedings, costs, charges, expenses and coupled with an interest and will take such further action or execute such other instruments as liabilities whatsoever which may be reasonably necessary to effect made against the intent Attorney or for which the Attorney may become liable by reason of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted acting pursuant to this Section 1.02. Any attempt power of attorney; and (ii) that the Attorney shall not be liable to the Securityholder for any loss or damage occurring as a result of any act or omission made by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted Attorney by reason of acting pursuant to this Section 1.02 shall be null and void ab initiopower of attorney.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect Subject to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into the final sentence of this Section 6, by execution of this Agreement, such Stockholder does hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact appoint Purchaser and proxy, any of its designees with full power of substitutionsubstitution and resubstitution, for and in such as Stockholder’s nametrue and lawful attorney and irrevocable proxy, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parentfullest extent of Stockholder’s sole discretion, deem proper rights with respect to the Subject Shares or New Shares; provided that , to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (asolely in its capacity as a stockholder) Parent shall to any stockholder consent, if Stockholder is unable to perform or otherwise does not exercise the proxy granted by such Stockholder perform his, her or its obligations under this Section 1.02 more than ten (10) Business Days prior Agreement, with respect to such Shares solely with respect 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 matters set forth in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy1 hereof. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and unconditional during the term of this Agreement and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and will take represents that none of such further action previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or execute such other instruments as may incapacity of Stockholder and the obligations of Stockholder shall be reasonably necessary to effect the intent of this proxybinding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Each Stockholder hereby ▇▇▇▇▇▇ agrees not to grant any proxy during the term subsequent powers of this Agreement attorney or proxies with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent New Shares with respect to (or otherwise to utilize the voting power of) its Subject Shares matters set forth in a manner inconsistent with Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy granted pursuant to set forth in this Section 1.02 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement 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 be null and void ab initioautomatically terminate upon the Expiration Date.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect Subject to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into the penultimate sentence of this Section 6, by execution of this Agreement, such each Stockholder does hereby grants a proxy appointing Parent appoint the Company and any of its designees with full power of substitution and resubstitution, as such Stockholder’s attorney-in-fact true and lawful attorney and irrevocable proxy, with full power to the fullest extent of substitution, for and in such Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper rights with respect to the Subject Shares; provided that , to vote and exercise all voting and related rights, including the right to sign such Stockholder’s name (asolely in its capacity as a stockholder) Parent shall to any Stockholder consent, if Stockholder is unable to perform or otherwise does not exercise the proxy granted by such Stockholder perform his, her or its obligations under this Section 1.02 more than ten (10) Business Days prior Agreement, with respect to such Shares solely with respect 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 matters set forth in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02hereof. Each Stockholder intends this proxy to be irrevocable and unconditional during the term of this Agreement and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by such Stockholder with respect to the Shares and will take represents that none of such further action previously-granted proxies are irrevocable. 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, Terrain and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. The irrevocable proxy and power of attorney granted herein shall survive the death or execute incapacity of such other instruments as may Stockholder and the obligations of such Stockholder shall be reasonably necessary to effect the intent of this proxybinding on such Stockholder’s heirs, personal representatives, successors, transferees and assigns. Each Stockholder hereby agrees not to grant any proxy during the term subsequent powers of this Agreement attorney or proxies with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to the matters set forth in Section 1 until after the Expiration Date. With respect to any 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 otherwise nominee), the Stockholder shall take all action necessary to utilize cause the voting power of) its Subject record holder of such Shares to grant the irrevocable proxy and take all other actions provided for in a manner inconsistent with the proxy granted pursuant to this Section 1.02 6 with respect to such Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall be null and void ab initioautomatically terminate upon the Expiration Date.

Irrevocable Proxy. Each Stockholder Shareholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Stockholder Shareholder hereby represents that any such prior proxy is revocable), other than proxies granted solely with respect to Routine Matters (as defined below). By entering into this Agreement, such Stockholder Shareholder hereby grants a proxy appointing Parent as such StockholderShareholder’s attorney-in-fact and proxy, with full power of substitution, for and in such StockholderShareholder’s namename with respect to the Subject Shares, effective as of the date hereof and continuing until the Expiration Date, to vote, express consent or dissent, or otherwise to utilize such voting power in the manner solely as contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Subject Sharesabove; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours hours’ notice prior to exercising the proxy granted by such proxyShareholder under this Section 1.02 to the extent Parent intends to exercise such proxy within five (5) Business Days of the mailing of the Joint Proxy Statement. The proxy granted by such Stockholder Shareholder pursuant to this Article 1 Section 1.02 is irrevocable and is granted in consideration of Parent entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder Shareholder shall automatically be revoked upon the Expiration Date. Each Stockholder Shareholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Stockholder Shareholder intends this proxy to be irrevocable and 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 intent of this proxy. Each Stockholder Shareholder hereby agrees not to grant any proxy or enter into any voting trust or other agreement or arrangement with respect to the voting of any Subject Shares during the term of this Agreement (except for a Permitted Transfer), other than the granting of proxies to vote Subject Shares with respect to the election of directors, ratification of the appointment of the Company’s auditors at the Company’s annual meeting or special meeting of shareholders, and other routine matters at the Company’s annual meeting or any Subject Shares that is special meeting, in either case, solely to the extent such matters are not (i) inconsistent with the proxy granted pursuant obligations contemplated by the Merger Agreement or this Agreement or (ii) related to the transactions contemplated by the Merger Agreement or this Section 1.02Agreement (collectively, “Routine Matters”). Any attempt by such Stockholder Shareholder to grant a proxy, vote vote, consent or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initio.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked) any and all previous proxies granted with respect to its Subject the Company Shares (and Beneficially Owned by such Stockholder hereby represents with respect to any of the matters contemplated by Section 2.1 above. Each Stockholder agrees not to grant any proxy (whether revocable or irrevocable) to any Person that conflicts with the proxy granted by such Stockholder pursuant to this Section 2.2, and any such prior proxy is revocable)attempt to do so shall be void and of no force and effect. By entering into this Agreement, such each Stockholder hereby grants a proxy in the form attached hereto as Exhibit A appointing Parent as such Stockholder’s sole and exclusive attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder’s name, to votevote or act by written consent, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 2.1 above as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Subject Shares; provided that (a) Parent shall not exercise the proxy granted Company Shares Beneficially Owned by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxyStockholder. The proxy granted by such each Stockholder pursuant to this Article 1 2 is irrevocable and is granted in consideration of Parent and Acquisition Sub entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such expenses and is given to secure the performance of the duties of each Stockholder shall automatically be revoked upon the Expiration Dateunder this Agreement. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and unconditional during the term of this Agreement and coupled with an interest and will shall take such further action or execute such other instruments as may be reasonably necessary to effect effectuate the intent of this proxy. Each The proxy granted by each Stockholder hereby agrees shall not be exercised to grant vote, consent or act on any matter except as contemplated by Section 2.1 above. The proxy during the term granted by each Stockholder shall be revoked, terminated and of no further force or effect, automatically and without further action, upon termination of this Agreement in accordance with respect to any Subject Shares that Section 6.3 hereof. The power of attorney granted herein is inconsistent with a durable power of attorney and shall survive the proxy granted pursuant to this Section 1.02. Any attempt by dissolution, bankruptcy, death or incapacity of such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initioStockholder.

Irrevocable Proxy. Each (a) From the date of this Agreement until the Termination Date, each Reinvestment Stockholder hereby revokes any irrevocably appoints ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and all previous proxies granted with respect to ▇▇▇▇▇▇ ▇▇▇▇▇▇, and each of them as its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxy, proxy with full power of substitution and re-substitution, for and in such to the full extent of Reinvestment Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper rights with respect to all of such Reinvestment Stockholder’s Owned Shares, which proxy is irrevocable (and as such shall survive and not be affected by the Subject Sharesdeath, incapacity, mental illness or insanity of Reinvestment Stockholder) and which appointment is coupled with an interest, to (a) vote (or issue instructions to the record holder to vote) and (b) execute (or issue instructions to the record holder to execute) written consents with respect to, all of such Reinvestment Stockholder’s Owned Shares in accordance with the provisions of Section 1; provided that (a) Parent shall not exercise each Reinvestment Stockholder’s grant of the proxy granted contemplated by such Stockholder under this Section 1.02 more than ten 2(a) shall be effective if, and only if, a Reinvestment Stockholder fails to deliver (10or cause the record holder to deliver) to the Secretary of the Company, at least two (2) Business Days prior to the Company Stockholders’ Meeting unless applicable meeting or deadline for action by written consent, as applicable, a duly executed irrevocable proxy card or written consent, as applicable, directing that such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Reinvestment Stockholder’s Owned Shares be voted in a manner inconsistent accordance with Section 1.01 1 and (bthe Company notifies the Reinvestment Stockholder in writing at least 24 hours in advance that such Person(s) if Parent intends intend to exercise the proxy granted by such Stockholder their rights under this Section 1.02 between 2(a). This proxy, if it becomes effective, is coupled with an interest, was given to secure the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meetingobligations of each Reinvestment Stockholder under Section 1, 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 this Article 1 is irrevocable and is granted was given in consideration of and as an additional inducement of Parent entering and the Company to enter into the Merger Agreement and incurring certain related fees shall be irrevocable, and expenses. The each Reinvestment Stockholder agrees to execute any further agreement or form reasonably necessary to confirm and effectuate the grant of the proxy contained herein and hereby revokes any proxy previously granted by such Reinvestment Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and 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 intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to the Owned Shares. (b) The irrevocable proxy and power of attorney granted by each Reinvestment Stockholder in this Section 2 shall not be terminated by any Subject Shares that is inconsistent act of such Reinvestment Stockholder or other Reinvestment Stockholders, by operation of law or upon the occurrence of any other event other than upon the Termination Date, at which time such proxy shall automatically terminate, or pursuant to the last sentence of this Section 2(b). The irrevocable proxy and power of attorney granted by each Reinvestment Stockholder in this Section 2 and such Reinvestment Stockholder’s other obligations under this Agreement shall be binding upon such Reinvestment Stockholder’s heirs, successors, legal representatives and permitted assigns. Parent and the Company (with the approval of the Special Committee) may terminate this proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise a Reinvestment Stockholder at any time at their mutual election by written notice provided to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initiosuch Reinvestment Stockholder.

Irrevocable Proxy. Each (a) Stockholder hereby revokes irrevocably grants to, and appoints, Parent and any individual who shall be designated by Parent, Stockholder's proxy and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxy, (with full power of substitution), for and in such Stockholder’s the name, place and stead of Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares, at any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, express dissentconsent or other approval is sought, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, Sections 4(a)(i) and 4(a)(ii) hereof. (b) Stockholder represents and warrants that any proxies heretofore given in Parent’s sole discretion, deem proper with respect to the Subject Shares; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote of the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is are not irrevocable and that any such proxies are hereby revoked. (c) Stockholder understands and acknowledges that Parent is granted in consideration of Parent entering into the Merger Agreement in reliance upon Stockholder's execution and incurring certain related fees delivery of this Agreement. STOCKHOLDER HEREBY AFFIRMS THAT THE PROXY SET FORTH IN THIS SECTION 1 IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL SUCH TIME AS THIS AGREEMENT TERMINATES IN ACCORDANCE WITH ITS TERMS AND THAT NO SUBSEQUENT PROXIES WITH RESPECT TO THE SUBJECT SHARES SHALL BE GIVEN (AND IF GIVEN SHALL NOT BE EFFECTIVE). Stockholder hereby further affirms that the irrevocable proxy is given in connection with the execution of the Merger Agreement and expensesthat such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the such irrevocable proxy appointed hereunder may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with this the provisions of Section 1.02212 of the DGCL. Each The power of attorney granted by Stockholder intends this proxy to be irrevocable is a durable power of attorney and unconditional during shall survive the term dissolution, bankruptcy, death or incapacity of this Agreement and coupled with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effect the intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initioStockholder.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into i) In furtherance of the agreements contained in Section 3(a) of this Agreement, such the Stockholder hereby irrevocably (to the extent set forth herein) grants a to, and appoints, Parent and JRH Bond, Group Chairman of Parent, ▇▇ ▇▇▇▇▇▇▇, Group Chief Executive Officer of Parent, and ▇▇ ▇▇▇▇▇, Group Finance Director of Parent, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Stockholder's proxy appointing Parent as such Stockholder’s and attorney-inif-fact and proxy, (with full power of substitution), for and in such Stockholder’s the name, place and stead of Stockholder, to vote, express dissentvote all shares of Common Stock beneficially owned by Stockholder, or otherwise to utilize grant a consent or approval in respect of such voting power in the manner contemplated by Section 1.01 as Parent shares, or its execute and deliver a proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Subject Shares; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote such shares, (x) in favor of the Subject Shares in a manner inconsistent with Section 1.01 Merger and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees approval of the terms thereof and expenseseach of the other transactions contemplated by the Merger Agreement and (y) against any Alternative Transaction or any other matter referred to in Section 3(a)(ii) hereof, in each case to the extent the Stockholders Parties are required to so vote under Section 3. (ii) The Stockholder represents and warrants to Parent and Sub that any proxies heretofore given in respect of its Owned Shares are not irrevocable, and that any such proxies are hereby revoked. (iii) The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6(a) is given in connection with, and in consideration of, the execution of the Merger Agreement by Parent, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy granted by such Stockholder shall automatically is coupled with an interest and may under no circumstances be revoked upon the Expiration Daterevoked. Each Such Stockholder hereby ratifies and confirms all actions that the such irrevocable proxy appointed hereunder may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 2-507 of the Maryland General Corporation Law. The proxy granted in this Section 1.02. Each Stockholder intends this proxy 6(a) shall remain valid until terminated pursuant to be Section 12 hereof. (b) The irrevocable and 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 intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to Section 6(a) shall automatically terminate and be revoked upon termination of this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent Agreement in accordance with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initioterms.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect Subject to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into the penultimate sentence of this Section 6, by execution of this Agreement, such each Stockholder does hereby grants a proxy appointing Parent appoint Vibrant and any of its designees with full power of substitution and resubstitution, as such Stockholder’s attorney-in-fact true and lawful attorney and irrevocable proxy, with full power to the fullest extent of substitution, for and in such Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper rights with respect to the Subject Shares; provided that , to vote and exercise all voting and related rights, including the right to sign such Stockholder’s name (asolely in its capacity as a Stockholder) Parent shall to any Stockholder consent, if Stockholder is unable to perform or otherwise does not exercise the proxy granted by such Stockholder perform his, her or its obligations under this Section 1.02 more than ten (10) Business Days prior Agreement, with respect to such Shares solely with respect 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 matters set forth in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02hereof. Each Stockholder intends this proxy to be irrevocable and unconditional during the term of this Agreement and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by such Stockholder with respect to the Shares and will take represents that none of such further action previously-granted proxies are irrevocable. 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, Vibrant 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 execute incapacity of such other instruments as may Stockholder and the obligations of such Stockholder shall be reasonably necessary to effect the intent of this proxybinding on such Stockholder’s heirs, personal representatives, successors, transferees and assigns. Each Stockholder hereby agrees not to grant any proxy during the term subsequent powers of this Agreement attorney or proxies with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise the matters set forth in Section 1 until after the Expiration Date. Notwithstanding anything contained herein to utilize the voting power of) its Subject Shares in a manner inconsistent with contrary, this irrevocable proxy shall automatically terminate upon the proxy granted pursuant to this Section 1.02 shall be null and void ab initioExpiration Date.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper Solely with respect to the Subject Shares; provided that matters described in Section 1.1, and subject to Section 1.4 below, if Stockholder has not taken a Qualifying Action (aas defined below) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days on or prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and fifth (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd5th) Business Day prior to the Special Meeting (including any adjournments or postponements thereof) or any other meeting, date or event upon which stockholders of the Company Stockholders’ Meetingwill be asked to vote with respect to the matters described in Section 1.1 (such meeting, date or event, the “Voting Event”), Stockholder hereby irrevocably (to the fullest extent permitted by law and subject to the termination of this Agreement as set forth in Section 1.4) appoints Parent shall provide the applicable Stockholder as its proxy with written notice at least twenty-four full power of substitution (24) hours prior to exercising such proxy. The which proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and which appointment is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and unconditional during the term of this Agreement and coupled with an interest interest, 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 will take such of record solely on the matters described in Section 1.1 effective from and after the third (3rd) Business Day prior to the Voting Event and until the date of the applicable Voting Event. Stockholder agrees to execute any further action agreement or execute such other instruments as may be form reasonably necessary or appropriate to effect confirm and effectuate the intent grant of this the proxy contained herein. “Qualifying Action” means either (a) the delivery by Stockholder or the Company to Parent of a copy of such Stockholder’s duly executed and valid proxy (and any amendment of such proxy. Each Stockholder hereby agrees not ) with respect to grant any the Special Meeting or other Voting Event, provided the votes reflected in such proxy during the term of or amendment thereof are consistent with Stockholder’s voting obligations under this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt matter(s) in question or (b) the delivery by such Stockholder to grant Parent of a proxy, 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 or express dissent with respect to (or otherwise to utilize the voting power of) its 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 affirmed as of the time of the Voting Event the proxy with respect to the Subject Shares granted pursuant to in this Section 1.02 (notwithstanding any other action taken since the date hereof) and Parent (or its designee) shall be null entitled to the proxy and void ab initiovote the Subject Shares in its discretion at or in connection with the applicable Voting Event.

Irrevocable Proxy. Each Prior to the Expiration Date, in the event of a failure by Stockholder to act in accordance with Stockholder’s obligations as to voting pursuant to Section 3.1 no later than the third Business Day prior to any meeting at which the stockholders of the Company will consider and vote on any of the Covered Proposals, Stockholder hereby revokes irrevocably grants to, and appoints, Parent, and any individual designated in writing by Parent, and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreementeach of them individually, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s proxy and attorney-in-fact and proxy, (with full power of substitutionsubstitution and including for purposes of Section 212 of the DGCL), for and in such Stockholder’s the name, place and stead of Stockholder, to vote, express dissentvote the Covered Securities, or otherwise to utilize such voting power grant a consent or approval in respect of the manner contemplated by Section 1.01 as Parent or its proxy or substitute shallCovered Securities, in Parent’s sole discretion, deem proper with respect to the Subject Shares; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares Covered Proposals in a manner inconsistent accordance with Section 1.01 3.1. Stockholder understands and (b) if acknowledges that Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement in reliance upon Stockholder’s execution and incurring certain related fees delivery of this Agreement. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5.22 is given in connection with the execution of the Merger Agreement, and expensesthat such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy granted by such Stockholder shall automatically is coupled with an interest and may be revoked upon only under the Expiration Datecircumstances set forth in the last sentence of this Section 5.22. Each Stockholder hereby ratifies and confirms all actions that the such irrevocable proxy appointed hereunder may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with applicable Law. Stockholder shall, upon written request by Parent, as promptly as practicable, execute and deliver to Parent a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 1.025.22. Each Stockholder intends this Notwithstanding the foregoing, the proxy to and appointment granted hereby shall be irrevocable automatically revoked, without any action by Stockholder, upon the Expiration Date, and unconditional during the term of this Agreement and coupled with an interest and will take such further action or execute such other instruments as Parent may be reasonably necessary to effect the intent of this proxy. Each Stockholder hereby agrees not to grant terminate any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt 5.22 at any time at its sole discretion by such Stockholder written notice to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initioStockholder.

Irrevocable Proxy. Each Such Stockholder hereby revokes (or agrees to cause to be revoked) any and all previous proxies that such Stockholder has heretofore granted with respect to its the Subject Shares (and such Shares. Such Stockholder hereby represents that irrevocably appoints Parent and any such prior proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing designee of Parent as such Stockholder’s attorney-in-fact and proxy, with full power proxy for and on behalf of substitutionsuch Stockholder, 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 name, 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 vote, express dissentbe taken by written consent of the Company’s stockholders without a meeting and (c) grant or withhold, or otherwise issue instructions to utilize such voting power in the manner contemplated by record holder to grant or withhold, consistent with the provisions of Section 1.01 as Parent or its proxy or substitute shall4.1, in Parent’s sole discretion, deem proper all written consents with respect to the Subject Shares; provided that 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 (ax) 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 tender such Stockholder’s Subject Shares in pursuant to Section 1.1 above or (y) a manner inconsistent with Section 1.01 and (b) if Tail Event occurs. Parent intends agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable in accordance with the provisions of Section 212(e) of the DGCL (and, without limiting the foregoing, as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder Stockholder, as applicable) until the later to occur of the termination of the Merger Agreement or the termination of such Stockholder’s obligations 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 4.5 pursuant to 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 Article 1 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 irrevocable given in connection with and is granted in consideration of and as an inducement to Parent entering and the Purchaser to enter into the Merger Agreement and incurring certain related fees and expensesthat such proxy is given to secure the obligations of the Stockholder under Section 4.1. The proxy granted Upon delivery of written request to do so by Parent, each such Stockholder shall automatically be revoked upon as promptly as practicable execute and deliver to Parent a separate written instrument or proxy that embodies the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that terms of the irrevocable proxy appointed hereunder may lawfully do or cause to be done set forth in accordance with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and 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 intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initio4.5.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into execution of this Agreement, such the Stockholder does hereby grants a appoint and constitute Parent and any one or more other individuals designated by Parent, and each of them individually, until the Expiration Date (at which time this proxy appointing Parent shall automatically be revoked), with full power of substitution and resubstitution, as such the Stockholder’s attorneytrue and lawful attorneys-in-fact and proxyirrevocable proxies, with full power to the fullest extent of substitution, for and in such the Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper rights with respect to the Subject Company Shares and New Company Shares, to vote each of the Company Shares and New Company Shares solely with respect to the matters set forth in Section 3.1 hereof, to the extent that the Stockholder is required to vote in accordance with the first sentence of Section 3.1; provided provided, however, that (athe foregoing shall only be effective if the Company Shares and the New Company Shares, to the extent such Company Shares and New Company Shares are held by the Stockholder at the close of business on the Record Date fail to be counted as present, or to be voted , as applicable, in accordance with Section 3.1 above. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Date for all purposes, including without limitation Section 2-507(d) Parent shall not exercise of the Maryland General Corporation Law, and hereby revokes any proxy previously granted by such the Stockholder under this Section 1.02 more than ten (10) Business Days prior with respect to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement Shares or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the New Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxyShares. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed proxies authorized hereunder may lawfully do or cause to be done in accordance with this Section 1.02Agreement. Each Stockholder intends this proxy to be irrevocable and 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 intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the The proxy granted by Stockholder pursuant to this Section 1.02. Any attempt by such Stockholder is granted in order to grant a proxy, vote or express dissent with respect to (or otherwise to utilize secure Stockholder’s performance under this Agreement and also in consideration of Parent entering into the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initioMerger Agreement.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted by Stockholder with respect to Company Shares owned (whether beneficially or of record) by it as of the date of this Agreement. In the event, but only in the event, that Stockholder fails to comply with any of its Subject Shares obligations set forth in Section 1.01 with respect to the Required Votes (and Stockholder shall give prompt written notice of such failure in accordance with Section 5.04 and, in any event, before the closing of the voting at the Stockholder Meeting with sufficient time to allow Acquiror to exercise its rights under this Section 1.03), then Stockholder hereby represents that irrevocably grants to, and appoints, Acquiror and any such prior proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent designee of Acquiror (determined in Acquiror’s sole discretion) as such Stockholder’s attorney-in-fact and proxy, with full power of substitutionsubstitution and resubstitution, for and in such Stockholder’s name, to vote, express dissentor cause to be voted (including by proxy or written consent, if applicable) (until the termination of this Agreement in accordance with Section 5.03) any Company Shares owned (whether beneficially or otherwise of record) by Stockholder solely to utilize such voting power the extent, and in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shallmanner, in Parent’s sole discretion, deem proper expressly set forth with respect to the Subject Shares; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Required Votes in Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy1.01. The proxy granted by such Stockholder pursuant to this Article 1 Section 1.03, if it becomes effective, and except upon the termination of this Agreement in accordance with Section 5.03, is irrevocable and is granted in consideration of Parent the Acquiror entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions affirms that the 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 such irrevocable and unconditional during the term of this Agreement and proxy, if it becomes effective, is coupled with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effect by reason of the intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during Merger Agreement and, except upon the term termination of this Agreement in accordance with respect Section 5.03, is intended to any Subject Shares that is inconsistent with the proxy granted pursuant be irrevocable. Stockholder agrees, subject to this Section 1.021.03 and unless and until this Agreement is terminated in accordance with Section 5.03, to vote its Company Shares (including any New Company Shares) in accordance with Section 1.01(a) through Section 1.01(e) above. Any attempt by such Stockholder to grant The parties agree that the foregoing is a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initioagreement.

Irrevocable Proxy. Concurrently with the execution of this Agreement, each Stockholder agrees to execute and deliver to Parent an irrevocable proxy in the form attached as Exhibit A hereto (subject to the proviso to this sentence, each a “Proxy” and, collectively, the “Proxies”), which shall be irrevocable to the extent permitted by applicable law, covering all Covered Shares; provided, however, that, in the event that, the number of Covered Shares are modified, including due to the acquisition of Additional Owned Shares, each Stockholder may (and, promptly upon any request by Parent, shall) execute and deliver to Parent an irrevocable proxy in the form attached as Exhibit A hereto, except that the definition of “Covered Shares” therein will be updated accordingly, and, upon delivery of such new proxy to Parent, Parent will destroy the existing Proxy and such new proxy will be deemed the Proxy for the purposes of this Agreement. Each Stockholder hereby revokes represents to Parent that any proxies heretofore given in respect of the Covered Shares are not irrevocable and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxies are hereby revoked, and each Stockholder agrees to promptly notify the Company of such revocation. Each Stockholder hereby affirms that the Proxy is given in connection with the execution of the Merger Agreement and that such irrevocable proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxy, with full power given to secure the performance of substitution, for and in such Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Subject Shares; provided that (a) Parent shall not exercise the proxy granted by duties of such Stockholder under this Section 1.02 more than ten (10) Business Days prior to Agreement. Each Stockholder hereby further affirms that the Company Stockholders’ Meeting unless such Stockholder fails to comply Proxy is coupled with his obligation an interest and may under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically no circumstances be revoked upon the Expiration Daterevoked. Each Stockholder hereby ratifies and confirms all actions that the such irrevocable proxy appointed hereunder 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 this the provisions of Section 1.02705(e) of the CGCL. Each Stockholder intends this proxy to be irrevocable and 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 intent of this proxy. Each Stockholder hereby agrees not to grant If for any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with reason the proxy granted pursuant herein is not irrevocable, each Stockholder agrees to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Covered Shares in a manner inconsistent accordance with the proxy granted pursuant to this Section 1.02 shall be null and void ab initio2(a) hereof.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper Solely with respect to the Subject Shares; provided that matters described in Section 1.1, if the Stockholder has not taken a Qualifying Action (aas defined below) on or prior to the fifth business day prior to the Stockholders Meeting, the Stockholder hereby irrevocably appoints (and if such Stockholder holds any Voting Shares through a nominee, such Stockholder shall timely cause and direct such nominee holder to irrevocably appoint) Parent as its proxy (which proxy is and shall not exercise be irrevocable to the proxy granted extent provided in Section 212 of the Delaware General Corporation Law (the “DGCL”) and which appointment is coupled with an interest for purposes of Section 212 of the DGCL) to vote all Voting Shares owned by such Stockholder under this beneficially and/or of record solely on the matters described in Section 1.02 more than ten (10) Business Days 1.1, and in accordance therewith, effective from and after such fifth business day prior to the Company Stockholders’ Stockholders Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote and until the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Termination Date. Each Stockholder hereby ratifies agrees to execute (or to cause any nominee holder to execute) any further agreement or form reasonably necessary or appropriate to confirm and confirms all actions that effectuate the grant of the proxy appointed hereunder may lawfully do contained herein. “Qualifying Action” means either (a) the delivery by or cause on behalf of the Stockholder to be done Parent of a copy of such Stockholder’s (or its nominee holder’s) duly executed and valid proxy (and any amendment of such proxy) with respect to the Stockholders Meeting, provided the votes authorized in accordance such proxy or amendment thereof are consistent with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and unconditional during the term terms of this Agreement and coupled such proxy or amendment thereof is otherwise consistent with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effect the intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect or (b) the delivery by each Stockholder to any Subject Shares Parent of a written certificate by one of its duly authorized individuals certifying that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize its nominee holder) shall attend the Stockholders Meeting in person and vote (or cause the voting power of) its Subject Voting 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, such action shall no longer be a Qualifying Action, and Parent shall have the proxy granted pursuant to described in this Section 1.02 shall be null and void ab initio1.3 with respect to such Stockholder’s Voting Shares.

Irrevocable Proxy. Each a. Without limiting any other rights or remedies of the Company, each Subject Stockholder hereby revokes irrevocably appoints the Company or any and all previous proxies granted with respect to its individual designated by the Company as the Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s agent, attorney-in-fact and proxy, proxy (with full power of substitutionsubstitution and resubstituting), for and in such Stockholder’s the name, place and stead of the Subject Stockholder, to vote, express dissent, attend on behalf of the Subject Stockholder any meeting of the holders of Acquiror Stock or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper other Covered Shares with respect to the matters described in Section 1, to include the Covered Shares in any computation for purposes of establishing a quorum at any such meeting of the holders of Acquiror Stock or other Covered Shares, to vote (or cause to be voted) the Covered Shares or consent (or withhold consent) with respect to any of the matters described in Section 1 in connection with any meeting of the holders of Acquiror Stock or other Covered Shares or any action by written consent by the holders of Acquiror Stock or other Covered Shares, in each case, in the event that the Subject Shares; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to timely perform or otherwise comply with his obligation under this Agreement the covenants, agreements or attempts or purports to vote the Subject Shares obligations set forth in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. 1. b. The proxy granted by such each Subject Stockholder pursuant to this Article 1 Section 2(a) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration of Parent for the Company entering into the Merger Agreement and incurring certain related fees and expensesagreeing to consummate the Transactions. The proxy granted by such each Subject Stockholder pursuant to Section 2(a) is also a durable proxy and shall automatically be revoked upon survive the Expiration Datebankruptcy, dissolution, death, incapacity or other inability to act by each Subject Stockholder and shall revoke any and all prior proxies granted by each Subject Stockholder with respect to the Covered Shares. Each Stockholder hereby ratifies and confirms all actions that The vote or consent of the proxy appointed hereunder may lawfully do or cause to be done proxyholder in accordance with this Section 1.02. Each Stockholder intends this proxy to be irrevocable 2(a) and 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 intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to the matters in Section 1 shall control in the event of any conflict between such vote or consent by the proxyholder of the Covered Shares and a vote or consent by each Subject Stockholder of the Covered Shares that is inconsistent (or any other Person with the power to vote the Covered Shares) with respect to the matters in Section 1. The proxyholder may not exercise the proxy granted pursuant to Section 2(a) on any matter except those provided in Section 1. For the avoidance of doubt, each Subject Stockholder may vote the Covered Shares on all other matters, subject to, for the avoidance of doubt, the other applicable covenants, agreements and obligations set forth in this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initioAgreement.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into execution of this Agreement, such the Stockholder does hereby grants a appoint and constitute the Company and any one or more other individuals designated by the Company, and each of them individually, until the Expiration Date (at which time this proxy appointing Parent shall automatically be revoked), with full power of substitution and resubstitution, as such the Stockholder’s attorneytrue and lawful attorneys-in-fact and proxyirrevocable proxies, with full power to the fullest extent of substitution, for and in such the Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper rights with respect to the Subject Parent Shares and New Parent Shares, to vote each of the Parent Shares and New Parent Shares solely with respect to the matters set forth in Section 3.1 hereof, to the extent that the Stockholder is required to vote in accordance with the first sentence of Section 3.1; provided provided, however, that (athe foregoing shall only be effective if the Parent Shares and the New Parent Shares, to the extent such Parent Shares and New Parent Shares are held by Stockholder at the close of business on the Record Date, fail to be counted as present or to be voted, as applicable, in accordance with Section 3 above. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Date for all purposes, including without limitation Section 2-507(d) Parent shall not exercise of the Maryland General Corporation Law, and hereby revokes any proxy previously granted by such the Stockholder under this Section 1.02 more than ten (10) Business Days prior with respect to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement Parent Shares or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if New Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxyShares. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed proxies authorized hereunder may lawfully do or cause to be done in accordance with this Section 1.02Agreement. Each Stockholder intends this proxy to be irrevocable and 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 intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the The proxy granted by Stockholder pursuant to this Section 1.02. Any attempt by such Stockholder is granted in order to grant a proxy, vote or express dissent with respect to (or otherwise to utilize secure Stockholder’s performance under this Agreement and also in consideration of the voting power of) its Subject Shares in a manner inconsistent with Company entering into the proxy granted pursuant to this Section 1.02 shall be null and void ab initioMerger Agreement.

Irrevocable Proxy. Each Stockholder (a) As security for Brencourt’s obligations under Section 1 hereof, Brencourt hereby revokes any irrevocably constitutes and all previous proxies granted appoints Velo Holdings Inc. as its attorney and proxy in accordance with respect to its Subject Shares the Delaware General Corporation Law (and such Stockholder hereby represents that any such prior proxy is revocable“DGCL”). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxy, with full power of substitution, for substitution and in such Stockholder’s nameresubstitution, to votecause the Subject Shares (as well as any other share of Vertrue common stock with respect to which Brencourt has voting power) to be counted as present at any stockholders’ meeting of Vertrue (including the Special Meeting), express dissentto vote such shares of Vertrue common stock at any stockholders’ meeting of Vertrue (including the Special Meeting) however called, or otherwise and to utilize execute consents in respect of such voting power shares of Vertrue common stock as and to the extent provided in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper 1(a). Brencourt hereby revokes all other proxies and powers of attorney with respect to the Subject Shares; provided Shares (as well as any other share of Vertrue common stock with respect to which Brencourt has voting power) that (a) Parent it may have heretofore appointed or granted, and no subsequent proxy or power of attorney 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 be granted. Brencourt represents that any proxies heretofore given in respect of the Subject Shares in a manner inconsistent (as well as any other share of Vertrue common stock with Section 1.01 and respect to which Brencourt has voting power), if any, are revocable. (b) if Parent intends Brencourt hereby affirms that the 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 exercise secure the proxy granted by such Stockholder performance of the duties of Brencourt 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 proxyAgreement. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder Brencourt hereby ratifies and confirms all actions further affirms that the irrevocable 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 unconditional during the term of this Agreement and is coupled with an interest and will take such further action or execute such other instruments as may is intended to be reasonably necessary to effect the intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent irrevocable in accordance with the proxy granted pursuant to this provisions of Section 1.02. Any attempt 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 such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 Brencourt hereunder shall be null and void ab initioas 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. Each Parent Significant Stockholder hereby revokes irrevocably grants to, and appoints, the Company, Parent and any individual designated in writing by the Company, and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreementeach of them individually, such Stockholder hereby grants a proxy appointing Parent as such Parent Significant Stockholder’s proxy and attorney-in-fact and proxy, (with full power of substitution), for and in the name, place and stead of such Parent Significant Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Parent Significant Stockholder, to vote, express dissentvote its Subject Shares, or otherwise to utilize such voting power grant a consent or approval in the manner contemplated by Section 1.01 as Parent or respect of its proxy or substitute shallSubject Shares, in Parent’s sole discretion, deem proper a manner consistent with respect to the Section 1.1 if such Parent Significant Stockholder has not voted such Subject Shares; provided that Shares in a manner consistent with Section 1.1 at least three (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (103) Business Days prior to the Company Stockholders’ Meeting unless such applicable voting deadline. Each Parent Significant Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 understands and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to acknowledges that 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 this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement in reliance upon such Parent Significant Stockholder’s execution and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Datedelivery of this Agreement. Each Parent Significant Stockholder affirms that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Parent Significant Stockholder under this Agreement. Each Parent Significant Stockholder hereby further affirms that the irrevocable proxy set forth in this Section 1.2 is coupled with an interest and may under no circumstances be revoked. Each Parent Significant Stockholder hereby ratifies and confirms all actions that the such irrevocable proxy appointed hereunder may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with this the provisions of Section 1.02212(e) of the DGCL. Each Stockholder intends this Notwithstanding the foregoing, the proxy to and appointment granted hereby shall be irrevocable and unconditional during the term automatically revoked, without any action by any Parent Significant Stockholder, upon any termination of this Agreement and coupled with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effect the intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initio4.2.

Irrevocable Proxy. Each Prior to the Expiration Time, solely in the event of a failure by any Stockholder hereby revokes to act in accordance with such Stockholder’s obligations as to voting pursuant to Section 3.1 no later than the third business day prior to any meeting at which the stockholders of the Company will consider and all previous proxies granted with respect to its Subject Shares (and vote on any of the matters described in Section 3.1, each such Stockholder hereby represents that irrevocably grants to, and appoints, Parent, and any such prior proxy is revocable). By entering into this Agreementindividual designated in writing by Parent, such Stockholder hereby grants a proxy appointing Parent and each of them individually, as such Stockholder’s proxy and attorney-in-fact and proxy, (with full power of substitutionsubstitution and including for purposes of Section 212 of the DGCL), for and in the name, place and stead of such Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Subject Shares; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares Securities, or grant a consent or approval in respect of the Subject Securities, in a manner inconsistent consistent with Section 1.01 this Agreement. Each Stockholder understands and (b) if acknowledges that Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement in reliance upon the Stockholder’s execution and incurring certain related fees delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.6 is given in connection with the execution of the Merger Agreement, and expensesthat such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Each Stockholder hereby further affirms that the irrevocable proxy granted by such Stockholder shall automatically is coupled with an interest and may be revoked upon only under the Expiration Datecircumstances set forth in the last sentence of this Section 3.6. Each Stockholder hereby ratifies and confirms all actions that the such irrevocable proxy appointed hereunder may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with this Section 1.02applicable Law. Each Stockholder intends this shall, upon written request by P▇▇▇▇▇, as promptly as practicable execute and deliver to Parent a separate written instrument or proxy to be irrevocable and unconditional during that embodies the term terms of this Agreement irrevocable proxy set forth in this Section 3.6 and coupled with an interest is otherwise reasonably acceptable to Parent and will take such further Stockholder. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action or execute such other instruments as by Stockholder, upon the Expiration Time and Parent may be reasonably necessary to effect the intent of this proxy. Each Stockholder hereby agrees not to grant terminate any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt 3.6 at any time at its sole discretion by such Stockholder written notice to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initioStockholder.

Irrevocable Proxy. Each Covered Stockholder hereby revokes irrevocably grants to, and appoints, Parent, and any individual designated in writing by Parent, and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreementeach of them individually, such Stockholder hereby grants a proxy appointing Parent as such Covered Stockholder’s proxy and attorney-in-fact and proxy, (with full power of substitution), for and in the name, place and stead of such Covered Stockholder, to vote such Covered Stockholder’s name, to vote, express dissentCovered Shares, or otherwise to utilize grant a consent or approval in respect of such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shallCovered Shares, in Parent’s sole discretion, deem proper with respect to the Subject Shares; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent consistent with this Agreement from the date hereof until the Expiration Date; provided, however, for the avoidance of doubt, that such proxy and voting and related rights are expressly limited to those matters set forth in Section 1.01 3(a) and (bSection 3(b) if Parent intends to exercise that are, during the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior applicable period, presented for consideration to the Company Stockholders’ Meeting, Company’s stockholders generally. Each Covered Stockholder understands and acknowledges that 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 this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement in reliance upon such Covered Stockholder’s execution and incurring certain related fees delivery of this Agreement. Each Covered Stockholder hereby affirms that the irrevocable proxy set forth in this Section 7 is given in connection with the execution of the Merger Agreement, and expensesthat such irrevocable proxy is given to secure the performance of the duties of such Covered Stockholder under this Agreement. The Each Covered Stockholder hereby further affirms that the irrevocable proxy (x) is coupled with an interest sufficient in law to support an irrevocable proxy for all purposes, (y) may be revoked only under the circumstances set forth in the last sentence of this Section 7 and (z) shall revoke any and all proxies previously granted by such Covered Stockholder shall automatically with respect to any Covered Shares. Such irrevocable proxy is executed and intended to be revoked upon irrevocable in accordance with applicable Legal Requirements and Section 1.6 of the Company’s Amended and Restated Bylaws until the Expiration Date. Each Covered Stockholder hereby ratifies and confirms all actions that the proxy proxies appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02Agreement. Each Covered Stockholder intends this shall, upon written request by Parent, as promptly as practicable execute and deliver to Parent a separate written instrument or proxy to be irrevocable and unconditional during that embodies the term terms 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 irrevocable proxy set forth in this Section 7. Notwithstanding the intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with foregoing, the proxy and appointment granted pursuant to this Section 1.02. Any attempt by each Covered Stockholder shall be automatically revoked, without any action by such Stockholder to grant a proxyCovered Stockholder, vote or express dissent with respect to (or otherwise to utilize on the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initioExpiration Date.

Irrevocable Proxy. (a) Each Stockholder hereby revokes any irrevocably constitutes and all previous proxies granted with respect to its Subject Shares appoints each of ▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇, from the date of this Agreement until the earlier of (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreementi) 180 days after the Closing or (ii) Parent’s next annual general meeting of stockholders after the Closing, such Stockholder hereby grants a proxy appointing Parent as such the Stockholder’s attorney-in-fact true and proxy, with full power of substitutionlawful proxies, for and in such the Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Subject Shares; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports place and stead to vote the Subject Parent Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise owned by the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and 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 intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares matter that is inconsistent with may be put to a vote of the stockholders of Parent at such next annual general meeting of stockholders. The proxy granted pursuant to this Section 1.02. Any attempt 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 foregoing legend from any such Stockholder to grant a proxy, vote or express dissent with respect to certificate (or otherwise to utilize related electronic entry) immediately upon the voting power of) its Subject Shares in a manner inconsistent with expiration of the proxy granted pursuant to this Section 1.02 shall be null and void ab initioprovided herein. (c) THE PROXIES AND POWERS GRANTED BY STOCKHOLDERS PURSUANT TO THIS SECTION 5.09 ARE IRREVOCABLE DURING THE PERIOD DESCRIBED ABOVE AND ARE COUPLED WITH AN INTEREST.

Irrevocable Proxy. (a) Each Preferred Stockholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxyirrevocably appoints the Administrative Agent, with full power of substitution, for as its attorney and proxy to attend meetings, vote, give and execute consents and in all other ways act in its place with respect to its shares of Series B Preferred Stock, its Conversion Shares and all other shares Common Stock now or hereafter beneficially owned by such Preferred Stockholder (the shares of Series B Preferred Stock and Common Stock held by any Preferred Stockholder being hereinafter referred to as such Preferred Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper 's "Proxy Shares") but only with respect to the Subject matters covered by, and in accordance with, Section 3.3 hereof. (b) Each Preferred Stockholder hereby authorizes the Administrative Agent to (i) identify, as of each applicable record date, the Proxy Shares; provided that , and (aii) Parent shall not exercise notify the Company's transfer agent, inspector of elections and other organizations, persons or officials involved in the administration or processing of proxies with respect to the subject vote, of the existence of this irrevocable proxy granted by such Stockholder under this Section 1.02 more than ten 3.5 (10this "Irrevocable Proxy"), the number of shares with respect to the subject election to which this Irrevocable Proxy will apply and the record owner of such Proxy Shares, and all such organizations, persons and officials are authorized and directed to rely on such notification. (c) Business Days Each Preferred Stockholder further agrees that it shall not Transfer to any of its Affiliates any interest in the Series B Preferred Stock or Common Stock or any security which represents a derivative interest therein unless prior to such acquisition the Administrative Agent is notified of such intention to Transfer and if requested an irrevocable proxy in the form of this Section 3.5 is executed and delivered to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Affiliate. (d) Each Preferred Stockholder under agrees to fully cooperate with the Administrative Agent to give full effect to the intentions of this Section 1.02 between 3.5 by executing such documents and taking such actions as are reasonably requested by the tenth Administrative Agent for such purpose. (10the) 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 this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Preferred Stockholder hereby ratifies and confirms all actions affirms that the 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 unconditional during the term of this Agreement and Irrevocable Proxy is coupled with an interest and will take shall be irrevocable. It is further understood by each Preferred Stockholder that this Irrevocable Proxy by such further action or execute such other instruments as Preferred Stockholder may be reasonably necessary to effect exercised by the intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during Administrative Agent in accordance with the term of this Agreement terms hereof, for the period beginning the date hereof and ending, with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxySeries B Preferred Stock, vote or express dissent upon its conversion into Common Stock and, with respect to the Conversion Shares or other shares of Common Stock, upon a Public Transfer of such Shares. (or otherwise to utilize the voting power off) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initioTHIS IRREVOCABLE PROXY SHALL REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE AGAINST ANY DONEE, TRANSFEREE OR ASSIGNEE OF THE SHARES (OTHER THAN PURSUANT TO A PUBLIC TRANSFER).

Irrevocable Proxy. Each Stockholder hereby revokes 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 the number of such Shareholder’s Covered Shares are modified, including due to the acquisition of Additional Owned Shares, such Shareholder may (and, promptly upon any request by Parent, shall) execute and all previous proxies granted with respect deliver to its Subject Shares (Parent an irrevocable proxy in the form attached as Exhibit A hereto, except that the definition of “Covered Shares” therein will be updated accordingly, and, upon delivery of such new proxy to Parent, Parent will destroy the existing Proxy and such Stockholder new proxy will be deemed the Proxy for the purposes of this Agreement. Each 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 prior proxy proxies are hereby revoked, and such Shareholder agrees to promptly notify Parent of such revocation. Each Shareholder hereby affirms that its Proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxy, given in connection with full power the execution of substitution, for and in such Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Subject Shares; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The that such irrevocable proxy granted by is given to secure the performance of the duties of such Stockholder shall automatically be revoked upon the Expiration DateShareholder under this Agreement. Each Stockholder 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 actions that the such irrevocable proxy appointed hereunder 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 this the provisions of Section 1.02302A.449 of the MBCA. Each Stockholder intends this proxy to be irrevocable and 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 intent of this proxy. Each Stockholder hereby agrees not to grant If for any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with reason the proxy granted pursuant herein is not irrevocable, each Shareholder agrees to this Section 1.02. Any attempt by vote such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shareholder’s Covered Shares in a manner inconsistent accordance with the proxy granted pursuant to this Section 1.02 shall be null and void ab initio3(a) hereof.

Irrevocable Proxy. Each (i) Stockholder hereby (A) irrevocably grants to, and appoints, Parent, and any Person designated in writing by Parent, and each of them individually, Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Stockholder, to vote all of the Covered Shares or grant a consent or approval in respect of the Covered Shares, in accordance with the terms of Section 2(a) hereof and (B) revokes any and all previous proxies granted with heretofore given in respect of the Covered Shares. (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 its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into the termination of this Agreement, such Stockholder hereby grants a proxy appointing Parent Agreement to act as such Stockholder’s attorney-in-fact and proxyproxy to vote the Covered Shares, with full power and to exercise all voting, consent and similar rights of substitution, for and in such Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper Stockholder with respect to the Subject Shares; provided Covered Shares (including the power to execute and deliver written consents), at every Company Stockholders Meeting and in every written consent in lieu of such a meeting in accordance with the terms of Section 2(a) hereof. (iii) Stockholder hereby represents to Parent that (a) Parent shall any proxies heretofore given in respect of the Covered Shares are not exercise irrevocable and that any such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to herein is given in connection with the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration execution of Parent entering into the Merger Agreement and incurring certain related fees and expensesthat such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy granted by such Stockholder shall automatically herein is coupled with an interest and may under no circumstances be revoked upon the Expiration Daterevoked. Each Stockholder hereby ratifies and confirms all actions that the such irrevocable proxy appointed hereunder 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 this the provisions of Section 1.02212 of the DGCL. Each Stockholder intends this proxy to be irrevocable and 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 intent of this proxy. Each Stockholder hereby agrees not to grant If for any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with reason the proxy granted pursuant herein is not irrevocable, Stockholder agrees to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Covered Shares in a manner inconsistent accordance with the proxy granted pursuant to this Section 1.02 shall be null and void ab initio2(a) hereof.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). 4.1 By entering into execution of this Agreement, such the Stockholder does hereby grants a appoint and constitute the Buyer, and any one or more other individuals designated by the Buyer, and each of them individually, until the Expiration Date (at which time this proxy appointing Parent shall automatically be revoked), with full power of substitution and resubstitution, as such the Stockholder’s attorneytrue and lawful attorneys-in-fact and proxyirrevocable proxies, with full power to the fullest extent of substitution, for and in such the Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper rights with respect to the Subject SharesSecurities owned beneficially or of record by the Stockholder, to vote or cause to be voted (including by proxy or written consent, if applicable) such Subject Securities solely with respect to the matters set forth in Section 3.1 hereof; provided provided, however, that (a) Parent shall not exercise the Stockholder’s grant of the proxy granted contemplated by such Stockholder under this Section 1.02 more than 4 shall be effective if, and only if, (A) the Stockholder has not delivered to the Secretary of the Company a duly executed irrevocable proxy in form and substance reasonably acceptable to Buyer directing that the Subject Securities be voted in accordance with Section 3.1 at least ten (10) Business Days prior to the Company Stockholders’ Meeting unless such meeting at which any of the matters described in Section 3.1 is to be considered or (B) the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares or consent in a manner inconsistent with the provisions of Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy3.1. The Stockholder shall retain the authority to vote its Subject Securities in its discretion on all other matters. The Stockholder intends this proxy granted by such Stockholder pursuant to this Article 1 is be irrevocable and is granted in consideration of Parent entering into coupled with an interest hereafter until the Merger Agreement and incurring certain related fees and expenses. The Expiration Date (at which time this proxy granted by such Stockholder shall automatically be revoked upon revoked) for all purposes and hereby revokes any proxy previously granted by the Expiration DateStockholder with respect to its Subject Securities. Each The Stockholder hereby ratifies and confirms all actions that the proxy proxies appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. 4.2 The proxy granted pursuant to Section 1.02. Each 4.1 to Buyer by the Stockholder intends this proxy to shall be irrevocable and unconditional during the term of this Agreement and Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and will take such further action shall revoke any and all prior proxies or execute such other instruments as powers of attorney granted by the Stockholder and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder with respect thereto. The proxy that may be reasonably necessary to effect the intent granted hereunder shall terminate upon termination of this proxy. Each Agreement, and any obligation of each Stockholder hereby agrees not to grant any proxy during the term of under this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initiobinding upon the successors of the Stockholder.

Irrevocable Proxy. Each (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 hereby revokes 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 stockholders, each Stockholder agrees that it shall execute and all previous 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 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 granted set forth in Section 2.5(d) below shall thereupon be irrevocably activated with respect to its Subject the matters to be brought before the meeting or which are subject to the consent, as the case may be. (d) In order to secure each Stockholder's obligation to vote (or to act or not act by written consent with respect to) all Voting Shares (beneficially owned by it in accordance with the provisions of this Article II and such Sections 3.2 and 8.11, each Stockholder hereby represents that any such prior appoints each other Stockholder as its true and lawful proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s and attorney-in-fact and proxyfact, with full power of substitution, for to vote (or to act or not act by written consent with respect to) all of the Voting Shares beneficially owned by it in accordance with the terms of this Agreement and in to take all such Stockholder’s name, other actions as are necessary to vote, express dissent, or otherwise to utilize enforce the rights of such voting power other Stockholders under this Article II and Sections 3.2 and 8.11 in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to event the Subject Shares; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and unconditional during the term any provision of this Agreement and coupled with an interest and will take such further action or execute granting such other instruments as may be reasonably necessary to effect the intent of Stockholder rights under this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null Article II and void ab initioSections 3.2 and 8.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted Solely with respect to its Subject Shares the matters described in Section 1.1, Investor hereby irrevocably appoints D▇▇▇▇ ▇▇▇▇▇▇ (or any nominee designated by D▇▇▇▇ ▇▇▇▇▇▇) as Investor’s lawful agent, attorney and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxy, with full power of substitutionsubstitution and resubstitution, for and in such Stockholder’s the name, place and stead of Investor, to vote, express dissent, or otherwise to utilize such the full extent of Investor’s voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper rights with respect to Investor’s Owned Shares (which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of Section 212 of the Subject Shares; provided Delaware General Corporation Law) to vote all Investor’s Owned Shares solely on the matters, and in the manner, described in Section 1.1, and in accordance herewith. The Company shall use its reasonable best efforts to cause D▇▇▇▇ ▇▇▇▇▇▇ to vote Investor’s Owned Shares on the matters, and in the manner, described in Section 1.1, and in accordance herewith. Investor hereby revokes any proxies previously granted that (a) Parent shall not exercise would otherwise conflict with the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder contemplated pursuant to this Article 1 Section 1.2 and agrees to execute any further agreement, form, notice or other such requirement reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Investor hereby acknowledges that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Amended and Restated Securities Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Investor under the Amended and Restated Securities Purchase Agreement. Investor hereby further acknowledges that the irrevocable proxy is granted in consideration of Parent entering into the Merger Agreement coupled with an interest and incurring certain related fees and expensesmay under no circumstances be revoked. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder Investor hereby ratifies and confirms all actions things or acts that the such irrevocable proxy appointed hereunder may lawfully do or cause to be done in accordance by virtue hereof to the extent consistent with this Section 1.02Agreement. Each Stockholder intends this To the extent that Investor is the beneficial but not the record owner of any Owned Shares, Investor shall cause the record owner of any such Owned Shares to vote and grant a proxy to be irrevocable and 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 intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Owned Shares that is inconsistent with in the same manner as described above. For the avoidance of doubt, no proxy granted shall be given pursuant to this Section 1.02. Any attempt 1.2 in respect of the Initial Shares (as defined in the Amended and Restated Securities Purchase Agreement) acquired by such Stockholder to grant a proxy, vote Investor (or express dissent an affiliate thereof) as part of the Initial Closing (as defined in the Amended and Restated Securities Purchase Agreement) with respect to the matter described in clause (or otherwise to utilize the voting power ofi) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this of Section 1.02 shall be null and void ab initio1.1.

Irrevocable Proxy. Each Stockholder Shareholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Stockholder Shareholder hereby represents that any such prior proxy is revocable), other than proxies granted solely with respect to Routine Matters (as defined below). By entering into this Agreement, such Stockholder Shareholder hereby grants a proxy appointing Parent as such StockholderShareholder’s attorney-in-fact and proxy, with full power of substitution, for and in such StockholderShareholder’s namename with respect to the Subject Shares, effective as of the date hereof and continuing until the Expiration Date, to vote, express consent or dissent, or otherwise to utilize such voting power in the manner solely as contemplated by by‎ Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Subject Sharesabove; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours hours’ notice prior to exercising the proxy granted by such proxyShareholder under this Section ‎1.02 to the extent Parent intends to exercise such proxy within five (5) Business Days of the mailing of the Joint Proxy Statement. The proxy granted by such Stockholder Shareholder pursuant to this Article 1 Section ‎1.02 is irrevocable and is granted in consideration of Parent entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder Shareholder shall automatically be revoked upon the Expiration Date. Each Stockholder Shareholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02‎1.02. Each Stockholder Shareholder intends this proxy to be irrevocable and 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 intent of this proxy. Each Stockholder Shareholder hereby agrees not to grant any proxy or enter into any voting trust or other agreement or arrangement with respect to the voting of any Subject Shares during the term of this Agreement (except for a Permitted Transfer), other than the granting of proxies to vote Subject Shares with respect to the election of directors, ratification of the appointment of the Company’s auditors at the Company’s annual meeting or special meeting of shareholders, and other routine matters at the Company’s annual meeting or any Subject Shares that is special meeting, in either case, solely to the extent such matters are not (i) inconsistent with the proxy granted pursuant obligations contemplated by the Merger Agreement or this Agreement or (ii) related to the transactions contemplated by the Merger Agreement or this Section 1.02Agreement (collectively, “Routine Matters”). Any attempt by such Stockholder Shareholder to grant a proxy, vote vote, consent or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 ‎1.02 shall be null and void ab initio.

Irrevocable Proxy. Each The Stockholder hereby revokes irrevocably appoints the Company and any designee of the Company (the “Proxy Holder”) as the proxy for the Stockholder, with full power of substitution and resubstitution, appointment and revocation, to act for and in the name, place, and stead of the Stockholder, to attend all previous proxies granted meetings of the stockholders of the Company (including any postponements or adjournments thereof) and to cast on behalf of the Stockholder all votes that the Stockholder is entitled to cast at any such meeting or by consent in lieu of a meeting with respect to its the Subject Shares (in accordance with Section 1.2 and such to otherwise represent the Stockholder hereby represents that with respect to the Subject Shares with all powers possessed by the Stockholder if personally present at any such prior proxy is revocable)meeting or otherwise as a stockholder of the Company consistent with this Agreement. By entering into The Stockholder, by executing this Agreement, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxyirrevocably appoints the Company, with full power of substitution, for resubstitution, appointment and revocation, in such its name, place and stead, as the Stockholder’s nametrue and lawful representative, attorney-in-fact and agent, to votemake, express dissentexecute, or otherwise sign, acknowledge, verify, swear to utilize such voting power in and deliver any consent of the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper stockholders of the Company with respect to the Subject Shares; provided that (a) Parent shall not exercise Shares in accordance with Section 1.2 and to do and perform each and every act and thing whether necessary or desirable to be done, as fully as the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to might or could do as a stockholder of the Company Stockholders’ Meeting unless such Stockholder fails to comply consistent with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 Agreement, and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do Proxy Holder does or cause causes to be done in accordance with this Section 1.02by virtue hereof. Each The Stockholder intends this proxy to be irrevocable and unconditional during the term of this Agreement and coupled with an interest interest, and will take such further action or execute such other instruments as may be reasonably necessary to effect the intent of this proxy. Each Stockholder hereby agrees not to grant revokes any proxy during previously granted by the term of this Agreement Stockholder with respect to any the Subject Shares that is inconsistent with the this Agreement. The proxy granted pursuant to this Section 1.02. Any attempt by such the Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initioautomatically revoked upon termination of this Agreement in accordance with its terms.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted Solely with respect to its Subject Shares the matters described in Section 1.1, and subject to Section 1.4 below, if Stockholder has not taken a Qualifying Action (and as defined below) on or prior to the fifth business day prior to the Shareholders Meeting (including any adjournments or postponements thereof) or any other meeting, date or event upon which stockholders of the Company will be asked to vote with respect to the matters described in Section 1.1 (such meeting, date or event, the “Voting Event”), Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing irrevocably appoints Parent as such Stockholder’s attorney-in-fact and proxy, its proxy with full power of substitutionsubstitution (which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of all applicable provisions of the Minnesota Business Corporation Act) to vote in its discretion all Voting Shares owned by Stockholder beneficially and of record solely on the matters described in Section 1.1 effective from and after such third business day prior to the Voting Event and until the six months after the date of the applicable Voting Event. Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. “Qualifying Action” means either (a) the delivery by each Stockholder to Parent of a copy of such Stockholder’s name, to vote, express dissent, or otherwise to utilize duly executed and valid proxy (and any amendment of such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper proxy) with respect to the Subject Shares; Shareholders Meeting or other Voting Event, provided that (a) Parent shall not exercise the votes reflected in such proxy granted by such Stockholder or amendment thereof are consistent with Stockholder’s voting obligations under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and 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 intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt matter(s) in question or (b) the delivery by such Stockholder to grant Parent of a proxy, written certificate signed by Stockholder certifying that Stockholder shall attend the Shareholders Meeting or other Voting Event in person (if a meeting of stockholders) and vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject his Voting 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 affirmed as of the time of the Voting Event the proxy with respect to the Voting Shares granted pursuant to in this Section 1.02 (notwithstanding any other action take since the date hereof) and Parent (or its designee) shall be null entitled to the proxy and void ab initiovote the Voting Shares in its discretion at or in connection with the applicable Voting Event.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect In order to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By secure the performance of Grantor’s obligations under this Agreement, by entering into this Agreement, such Stockholder Grantor hereby irrevocably grants a proxy appointing Parent Optionee as such StockholderGrantor’s attorney-in-fact and proxy, with full power of substitutionsubstitution and resubstitution, for and in such StockholderGrantor’s name, to vote, express consent or dissent, or otherwise to utilize such voting power in to the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parentfull extent of Grantor’s sole discretion, deem proper voting rights with respect to all of Grantor’s Common Shares (which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of Section 78.355 of the Subject Nevada Revised Statutes (“NRS”)) to vote, and to execute written consents with respect to, all of Grantor’s Common Shares; provided . Grantor hereby further affirms that (a) Parent shall not exercise such irrevocable proxy is given to secure the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to performance of the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation duties of Grantor under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent and that such irrevocable proxy is coupled with Section 1.01 an interest and (b) if Parent intends to exercise the proxy granted by such Stockholder may 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 proxyno circumstances be revoked. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder Grantor hereby ratifies and confirms all actions that the such irrevocable proxy appointed hereunder may lawfully do or cause to be done all items pursuant to the terms hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with this the provisions of Section 1.0278.355 of the NRS. Each Stockholder intends this proxy to be irrevocable and unconditional during Notwithstanding 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 intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with foregoing, the proxy granted by Grantor pursuant to this Section 1.024.2 shall automatically terminate, without any notice or other action by any Person, upon valid termination of this Agreement in accordance with its terms. Any attempt by such Stockholder to grant a proxy, vote or express dissent Grantor hereby revokes any and all previous proxies granted with respect to (Grantor’s Common Shares. If Grantor is the beneficial owner, but not the record owner, of any of the Common Shares, Grantor shall cause the record owner thereof to execute and grant an irrevocable proxy conforming to the above provisions of this Section 4.2. Grantor agrees to execute any further agreement or otherwise form reasonably necessary or appropriate to utilize confirm and effectuate the voting power of) its Subject Shares in a manner inconsistent with grant of the proxy granted pursuant contained herein. Optionee may terminate this proxy at any time at its sole election by written notice provided to this Section 1.02 shall be null and void ab initioGrantor.

Irrevocable Proxy. Each (i) From and after the date of this Agreement until the Expiration Date, each Principal Stockholder hereby revokes irrevocably grants to, and appoints, BCHI, and any Person designated in writing by BCHI, and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreementeach of them individually, such Stockholder hereby grants a proxy appointing Parent as such Principal Stockholder’s proxy and attorney-in-fact and proxy, (with full power of substitution), for and in such Stockholder’s the name, place and stead of such Principal Stockholder, to votevote all of the Covered Shares owned by such Principal Stockholder and entitled to vote as of the applicable record date or grant a consent or approval in respect of the Covered Shares owned by such Principal Stockholder and entitled to vote as of the applicable date, express dissentin accordance with the Required Votes; provided, further, that any grant of such proxy shall only entitle BCHI or otherwise its designee to utilize such voting power vote on the matters specified in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shalldefinition of Required Vote, and each such Principal Stockholder shall retain the authority to vote on all other matters. (ii) Each Principal Stockholder hereby represents and warrants to BCHI that any proxies heretofore given in Parent’s sole discretion, deem proper with respect to of the Subject Shares; provided that (a) Parent shall not exercise the proxy granted Covered Shares owned by such Principal Stockholder under are not irrevocable and that any such proxies are hereby revoked. Each Principal Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.02 more than ten (101(b) Business Days prior to is given in connection with the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration execution of Parent entering into the Merger Agreement and incurring certain related fees and expensesthat such irrevocable proxy is given to secure the performance of the duties of such Principal Stockholder under this Agreement. The Each Principal Stockholder hereby further affirms that the irrevocable proxy granted by such Stockholder shall automatically herein is coupled with an interest and, except as set forth in this Section 1(b), is intended to be revoked upon irrevocable until the Expiration Date, at which time it will terminate automatically. Each Principal Stockholder hereby ratifies and confirms all actions that the such irrevocable proxy appointed hereunder may lawfully do take or cause to be done taken by virtue hereof. If for any reason the proxy granted herein is not irrevocable, each Principal Stockholder agrees to vote the Covered Shares owned by it and take such other required actions in accordance with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and 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 intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initio1(a).

Irrevocable Proxy. Each (a) Solely in the event of a failure by either Stockholder hereby revokes to act in accordance with such Shareholder’s obligations as to voting pursuant to Section 3, prior to the termination of this Agreement and without in any and all previous proxies granted with respect way limiting any Shareholder’s right to vote the Shares in its Subject Shares (and such Stockholder hereby represents sole discretion on any other matters that any such prior proxy is revocable). By entering into this Agreementmay be submitted to a stockholder vote, such Stockholder consent or other approval, each Shareholder hereby grants a proxy appointing Parent the Company as such StockholderShareholder’s attorney-in-fact and proxy, with full power of substitution, for and in such StockholderShareholder’s name, to vote, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 3 above as Parent the Company or its proxy or substitute shall, in Parentthe Company’s sole discretion, deem proper with respect to the Subject Shares; provided . (b) Each Shareholder hereby represents that any proxies heretofore given in respect of the Shares, if any, are revocable, and hereby revokes such proxies. (ac) Parent shall not exercise Each Shareholder hereby affirms that the irrevocable proxy granted by set forth in this Section 5 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Section 1.02 more than ten (10) Business Days prior to Agreement. Each Stockholder hereby further affirms that the Company Stockholders’ Meeting unless such Stockholder fails to comply irrevocable proxy is coupled with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted an interest in consideration of Parent the Company entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do expenses and, except as set forth in this Section 5 or cause in Section 12 hereof, is intended to be done irrevocable in accordance with this the provisions of Section 1.02212 of the DGCL. Each Stockholder intends this proxy to be irrevocable and unconditional If during the term of this Agreement for any reason the proxy granted herein is not irrevocable, then such Shareholder agrees that it shall vote its Shares in accordance with Section 3 above as instructed by the Company in writing, and coupled with an interest the parties agree that the foregoing shall be a voting agreement created under Section 218 of the DGCL. (d) The Company hereby acknowledges and will take such further action agrees that the proxy set forth in this Section 5 shall not be exercised to vote, consent or execute such other instruments act on any matter except as may be reasonably necessary to effect specifically contemplated by Section 3 above and the intent of this proxy. Each Stockholder hereby Company agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with exercise the proxy granted pursuant to herein for any purpose other than the purposes described in Section 3. The proxy set forth in this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 5 shall be null revoked, terminated and void ab initioof no further force or effect automatically without further action upon the termination of this Agreement.

Irrevocable Proxy. Each Stockholder hereby revokes (a) Unless an Acquisition Restrictions Termination Event shall have occurred and the Acquisition Restrictions have not been 122 reinstated pursuant to the terms of this Agreement (but only until such time, if any, as the Acquisition Restrictions shall have been reinstated), at least ten Business Days prior to any meeting of stockholders, BNP shall, and all previous proxies granted shall cause each of its Affiliates who own Voting Securities to, deliver a duly executed irrevocable proxy to the Company specifying how BNP or such Affiliate shall vote such Voting Securities (to the extent such Voting Securities are entitled to vote thereon) as to the election or removal of Non-Class A Directors or a Superior Proposal described in Section 2.4(b) if such matters are scheduled to be brought before the meeting (which shall be in accordance with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocableSection 4.1(a)(ii) or Section 2.4(b), as applicable). By entering into this Agreement, Such proxy shall appoint such Stockholder hereby grants a proxy appointing Parent officers of the Company as the Board shall designate as BNP's or such Stockholder’s attorneyAffiliates' (as the case may be) true and lawful proxies and attorneys-in-fact as to the matters to be voted at the meeting and proxyshall state that it is irrevocable. (b) Unless an Acquisition Restrictions Termination Event shall have occurred and the Acquisition Restrictions have not been reinstated pursuant to the terms of this Agreement (but only until such time, if any, as the Acquisition Restrictions shall have been reinstated), in connection with full power any proposed action by written consent of substitutionthe stockholders relating to the election or removal of Non-Class A Directors or the approval of a Superior Proposal described in Section 2.4(b), for and in such Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute BNP shall, in Parent’s sole discretionand shall cause each of its Affiliates who own any Voting Securities to, deem proper with respect to the Subject Shares; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior execute and deliver its written consent to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and 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 intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with Voting Securities Beneficially Owned by BNP or its Affiliates (to the proxy granted pursuant extent such Voting Securities are entitled to this Section 1.02. Any attempt by such Stockholder to grant execute a proxy, vote or express dissent written consent with respect to (such matters). Any written consent delivered by BNP or otherwise to utilize the voting power of) any of its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 Affiliates shall be null and void ab initiomade in accordance with Section 4.1(a)(ii) or Section 2.4(b), as applicable.

Irrevocable Proxy. (a) Each Founding Stockholder hereby revokes any grants to the 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 previous proxies granted meetings of the stockholders of the Company, to execute and otherwise to exercise any consensual rights with respect to such Founders Shares to the same extent and with the same effect as each of the Founding Stockholders could do under any applicable agreement or instrument or any applicable laws or regulations governing the rights and powers of stockholders of the Company (collectively, the "Proxy Rights"); provided, that the exercise of any Proxy Rights requires the consent of the majority of the Managing Purchasers unless, in the sole judgment of the Majority in Interest that in order to protect its Subject Shares investment, the Majority in Interest requires the sole right to exercise the Proxy Rights in which case the Majority in Interest shall upon 10 days written notice to each 9 other Managing Purchaser have the sole right to exercise the Proxy Rights until the Majority in Interest, in its sole discretion, shall deem otherwise. Anything contained in the preceding sentence to the contrary notwithstanding, the Proxy shall automatically terminate without further action upon the earliest to occur of (i) the valid and enforceable Transfer of all Stock owned by such Stockholder, (ii) the valid and enforceable Transfer of any Stock owned by such Stockholder hereby represents that any in a Privately Negotiated Sale pursuant to the provisions of Section 2(d) of this Agreement (a "Permitted Privately Negotiated Sale"); provided, that, contemporaneously with such prior proxy is revocable). By entering into this AgreementPermitted Privately Negotiated Sale, such Stockholder hereby grants a proxy appointing Parent shall grant to the Managing Purchasers and their assignees the Proxy attached hereto as such Stockholder’s attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper Exhibit B with respect to the Subject Shares; provided that (a) Parent shall Proxy Rights of any and all Founders Shares not exercise the proxy granted Transferred by such Stockholder under this Section 1.02 more than ten in such Permitted Privately Negotiated Sale, (10ii) Business Days prior a Qualified Public Offering or (iii) three years from the date hereof. The Managing Purchasers shall have the right to assign the Company Stockholders’ Meeting unless such Stockholder fails Proxy to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and any of their Affiliates. (b) if Parent intends to exercise If the proxy Proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 Section 8(a) is irrevocable and not valid or is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such otherwise ineffective for any reason, then each Founding Stockholder shall automatically be revoked upon vote all of his respective Founders Shares in the Expiration Date. Each Stockholder hereby ratifies same manner as the Majority in Interest votes any shares of Stock owned by the Majority in Interest at any and confirms all actions that meetings of the proxy appointed hereunder may lawfully do or cause to be done stockholders of the Company, by written consent in accordance lieu thereof and otherwise in connection with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and unconditional during the term any exercise of this Agreement and coupled with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effect the intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement consensual rights with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initioFounders Shares.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper Solely with respect to the Subject Shares; provided that matters described in Section 1.1, if the Stockholder has not taken a Qualifying Action (aas defined below) on or prior to the fifth business day prior to the Stockholders Meeting, the Stockholder hereby irrevocably appoints (and if such Stockholder holds any Voting Shares through a nominee, such Stockholder shall timely cause and direct such nominee holder to irrevocably appoint) Parent as his proxy (which proxy is and shall not exercise be irrevocable to the proxy granted extent provided in Section 212 of the Delaware General Corporation Law (the “DGCL”) and which appointment is coupled with an interest for purposes of Section 212 of the DGCL) to vote all Voting Shares owned by such Stockholder under this beneficially and/or of record solely on the matters described in Section 1.02 more than ten (10) Business Days 1.1, and in accordance therewith, effective from and after such fifth business day prior to the Company Stockholders’ Stockholders Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote and until the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Termination Date. Each Stockholder hereby ratifies agrees to execute (or to cause any nominee holder to execute) any further agreement or form reasonably necessary or appropriate to confirm and confirms all actions that effectuate the grant of the proxy appointed hereunder may lawfully do contained herein. “Qualifying Action” means either (a) the delivery by or cause on behalf of the Stockholder to be done Parent of a copy of such Stockholder’s (or his nominee holder’s) duly executed and valid proxy (and any amendment of such proxy) with respect to the Stockholders Meeting, provided the votes authorized in accordance such proxy or amendment thereof are consistent with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and unconditional during the term terms of this Agreement and coupled such proxy or amendment thereof is otherwise consistent with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effect the intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect or (b) the delivery by each Stockholder to any Subject Shares Parent of a written certificate certifying that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize his nominee holder) shall attend the Stockholders Meeting in person and vote (or cause the voting power of) its Subject his Voting 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, such action shall no longer be a Qualifying Action, and Parent shall have the proxy granted pursuant to described in this Section 1.02 shall be null and void ab initio1.3 with respect to such Stockholder’s Voting Shares.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into execution of this Agreement, such each Stockholder does hereby grants a appoint and constitute Parent and any one or more other individuals designated by Parent, and each of them individually, until the Expiration Date (at which time this proxy appointing Parent shall automatically be revoked), with full power of substitution and resubstitution, as such Stockholder’s attorneytrue and lawful attorneys-in-fact and proxyirrevocable proxies, with full power to the fullest extent of substitution, for and in such Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper rights with respect to the Subject Company Shares and New Company Shares, to vote each of the Company Shares and New Company Shares solely with respect to the matters set forth in Section 3.1 hereof, to the extent that such Stockholder is required to vote in accordance with the first sentence of Section 3.1; provided provided, however, that (athe foregoing shall only be effective if the Company Shares and the New Company Shares, to the extent such Company Shares and New Company Shares are held by such Stockholder at the close of business on the Record Date fail to be counted as present, or to be voted , as applicable, in accordance with Section 3.1 above. Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Date for all purposes, including without limitation Section 2-507(d) Parent shall not exercise of the Maryland General Corporation Law, and hereby revokes any proxy previously granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior with respect to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement Shares or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the New 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 this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration DateShares. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed proxies authorized hereunder may lawfully do or cause to be done in accordance with this Section 1.02Agreement. Each Stockholder intends this proxy to be irrevocable and 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 intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the The proxy granted by such Stockholder pursuant to this Section 1.02. Any attempt by is granted in order to secure such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize Stockholder’s performance under this Agreement and also in consideration of Parent entering into the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initioMerger Agreement.

Irrevocable Proxy. Each Company Significant Stockholder hereby revokes irrevocably grants to, and appoints, Parent, the Company and any individual designated in writing by Parent, and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreementeach of them individually, such Stockholder hereby grants a proxy appointing Parent as such Company Significant Stockholder’s proxy and attorney-in-fact and proxy, (with full power of substitution), for and in the name, place and stead of such Company Significant Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Company Significant Stockholder, to vote, express dissentvote its Subject Shares, or otherwise to utilize such voting power grant a consent or approval in the manner contemplated by Section 1.01 as Parent or respect of its proxy or substitute shallSubject Shares, in Parent’s sole discretion, deem proper a manner consistent with respect to Section 1.1 if such Company Significant Stockholder has not delivered the Subject Shares; provided that written consent contemplated in Section 1.1 within two (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (102) Business Days prior to after the Form S-4 is declared effective by the SEC. Each Company Stockholders’ Meeting unless such Significant Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 understands and (b) if acknowledges that Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement in reliance upon such Company Significant Stockholder’s execution and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Datedelivery of this Agreement. Each Company Significant Stockholder affirms that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Company Significant Stockholder under this Agreement. Each Company Significant Stockholder hereby further affirms that the irrevocable proxy set forth in this Section 1.2 is coupled with an interest and may under no circumstances be revoked. Each Company Significant Stockholder hereby ratifies and confirms all actions that the such irrevocable proxy appointed hereunder may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with this the provisions of Section 1.02212(e) of the DGCL. Each Stockholder intends this Notwithstanding the foregoing, the proxy to and appointment granted hereby shall be irrevocable and unconditional during the term automatically revoked, without any action by any Company Significant Stockholder, upon any termination of this Agreement and coupled with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effect the intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initio4.2.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted Solely with respect to its Subject Shares the matters described in Section 3.1 hereof, if the Stockholder has not taken a Qualifying Action (and as defined below) on or prior to the fifth (5th) business day prior to the Special Meeting, the Annual Meeting or any other meeting, date or event upon which stockholders of the Company will be asked to vote with respect to the matters described in Section 3.1 (any such meeting, date or event, the “Voting Event”), the Stockholder hereby represents that any such prior irrevocably appoints each of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Ph.D. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as its proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxy, with full power of substitutionsubstitution (which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of all applicable provisions of the Delaware General Corporation Law) to vote in his discretion all Owned Shares on the matters described in Section 3.1 effective from and in after such third (3rd) business day prior to the Special Meeting, the Annual Meeting or any other Voting Event and until the date that is six (6) months after the date of the applicable Special Meeting, Annual Meeting or other Voting Event. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. “Qualifying Action” means either (a) the delivery by the Stockholder to the Company of a copy of the Stockholder’s name, to vote, express dissent, or otherwise to utilize duly executed and valid proxy (and any amendment of such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper proxy) with respect to the Subject Shares; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Special Meeting, Parent shall provide the applicable Stockholder Annual Meeting or other Voting Event, provided the votes reflected in such proxy or amendment thereof are consistent with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and 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 intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of Stockholder’s voting obligations under this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt matter(s) in question or (b) the delivery by such the Stockholder to grant the Company of a proxywritten certificate signed by the Stockholder certifying that it shall attend the Special Meeting, the Annual Meeting or other Voting Event in person (if a meeting of stockholders) and vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Owned Shares in accordance with Section 3.1 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 3.1, or if the Stockholder does not attend and vote as required hereunder at the Special Meeting, the Annual Meeting or other Voting Event, the Stockholder shall be deemed to have affirmed as of the time of the Special Meeting, the Annual Meeting or other Voting Event the proxy with respect to the Owned Shares granted pursuant to under this Section 1.02 3.2 (notwithstanding any other action taken since the date hereof) and each of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Ph.D. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall be null entitled to the proxy and void ab initiovote the Owned Shares in his discretion at or in connection with the applicable Special Meeting, Annual Meeting or other Voting Event. Any Owned Shares with respect to which the Stockholder does not have voting power as of the date hereof shall not be considered “Owned Shares” for the purposes of this Section 3.2.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted Solely with respect to its Subject Shares the matters described in Section 1.1, and subject to Section 1.4 below, if Stockholder has not taken a Qualifying Action (and as defined below) on or prior to the fifth business day prior to the Shareholders Meeting (including any adjournments or postponements thereof) or any other meeting, date or event upon which stockholders of the Company will be asked to vote with respect to the matters described in Section 1.1 (such meeting, date or event, the “Voting Event”), Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing irrevocably appoints Parent as such Stockholder’s attorney-in-fact and proxy, its proxy with full power of substitutionsubstitution (which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of all applicable provisions of the Minnesota Business Corporation Act) to vote in its discretion all Voting Shares owned by Stockholder beneficially and of record solely on the matters described in Section 1.1 effective from and after such third business day prior to the Voting Event and until the six months after the date of the applicable Voting Event. Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. “Qualifying Action” means either (a) the delivery by each Stockholder to Parent of a copy of such Stockholder’s name, to vote, express dissent, or otherwise to utilize duly executed and valid proxy (and any amendment of such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper proxy) with respect to the Subject Shares; Shareholders Meeting or other Voting Event, provided that (a) Parent shall not exercise the votes reflected in such proxy granted by such Stockholder or amendment thereof are consistent with Stockholder’s voting obligations under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and 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 intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt matter(s) in question or (b) the delivery by such Stockholder to grant Parent of a proxy, written certificate signed by Stockholder certifying that Stockholder shall attend the Shareholders Meeting or other Voting Event in person (if a meeting of stockholders) and vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject her Voting 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 affirmed as of the time of the Voting Event the proxy with respect to the Voting Shares granted pursuant to in this Section 1.02 (notwithstanding any other action take since the date hereof) and Parent (or its designee) shall be null entitled to the proxy and void ab initiovote the Voting Shares in its discretion at or in connection with the applicable Voting Event.

Irrevocable Proxy. Each Subject to the receipt of the ▇▇▇▇▇▇▇▇▇ Lender Approval as required by the Second Lien Facilities Agreement and without limiting the obligations of the Stockholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into under this Agreement, such the Stockholder hereby grants a irrevocably appoints as its proxy appointing Parent as such Stockholder’s and attorney-in-fact the officers of Parent, and proxyany other Person designated in writing by Parent (collectively, the “Proxy Holders”), each of them individually, with full power of substitution, for to vote or grant a consent or approval in respect of the Shares in a manner consistent with this Agreement, in each case in the event of a failure by the Stockholder to timely act in accordance with its obligations pursuant to this Agreement (and in any event within one Business Day of receipt of Parent’s request to act in accordance with such Stockholder’s nameobligations), including a failure to vote, express dissent, or otherwise to utilize such voting power execute and deliver a written consent approving the adoption of the Merger Agreement and the First Merger substantially in the manner contemplated by Section 1.01 form attached hereto as Parent Exhibit A or its proxy or substitute shallExhibit B, in Parent’s sole discretion, deem proper with respect to all of its Shares entitled to consent thereto, in accordance with Section 2. Parent agrees not to, and shall cause the Subject Shares; provided that (a) Parent shall other Proxy Holders not to, exercise the proxy granted by such Stockholder under herein for any purpose other than as described and permitted in this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxyAgreement. The Stockholder hereby affirms that this irrevocable proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted given in consideration connection with the execution of Parent entering into the Merger Agreement and incurring certain related fees and expensesthat such irrevocable proxy is given to secure the performance of its duties under this Agreement. The Stockholder further affirms that this irrevocable proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and unconditional during the term of this Agreement and is coupled with an interest and will shall be irrevocable, and the Stockholder (x) shall take such further action or execute such other instruments as may be reasonably necessary to effect effectuate the intent of this irrevocable proxy. Each Stockholder , and (y) hereby agrees not to grant revokes any proxy during previously granted by the term of this Agreement Stockholder with respect to any Subject Shares that is inconsistent with the of its Shares. The proxy granted by this Section 4 shall terminate and be of no further force and effect upon the Expiration Time. The foregoing provisions of this Section 4 shall not apply to approvals required by the terms of Section 280G(b)(5)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) regarding any payments and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize 280G of the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initioCode.

Irrevocable Proxy. Each Stockholder Shareholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Stockholder Shareholder hereby represents that any such prior proxy is revocable). By entering into this Agreement, such Stockholder Shareholder hereby grants a proxy appointing Parent as such StockholderShareholder’s attorney-in-fact and proxy, with full power of substitution, for and in such StockholderShareholder’s name, to vote, express consent (if applicable) or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 above as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Subject Shares; provided that (a) Parent shall Shares if such Shareholder is unable to perform or otherwise does 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 perform his, her or its obligations under this Agreement or attempts or purports with respect to vote the its Subject Shares in a manner inconsistent solely with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior respect to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxymatters set forth in Section 1.01. The proxy granted by such Stockholder Shareholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder Shareholder shall be automatically be revoked upon the Expiration Date. Each Stockholder Shareholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Stockholder Shareholder intends this proxy to be irrevocable and 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 intent of this proxy. Each Stockholder Shareholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder Shareholder to grant a proxy, vote vote, consent (if applicable) or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initio.

Irrevocable Proxy. (a) Each Stockholder hereby revokes any irrevocably constitutes and all previous proxies granted with respect to its Subject Shares appoints each of ▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇, from the date of this Agreement until the earlier of (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreementi) 180 days after the Closing or (ii) the Parent’s next annual general meeting of stockholders after the Closing, such Stockholder hereby grants a proxy appointing Parent as such the Stockholder’s attorney-in-fact true and proxy, with full power of substitutionlawful proxies, for and in such the Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Subject Shares; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports place and stead to vote the Subject Parent Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise owned by the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and 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 intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares matter that is inconsistent with may be put to a vote of the stockholders of Parent at such next annual general meeting of stockholders. The proxy granted pursuant to this Section 1.02. Any attempt 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 the 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 foregoing legend from any such Stockholder to grant a proxy, vote or express dissent with respect to certificate (or otherwise to utilize related electronic entry) immediately upon the voting power of) its Subject Shares in a manner inconsistent with expiration of the proxy granted pursuant to this Section 1.02 shall be null and void ab initioprovided herein. (c) THE PROXIES AND POWERS GRANTED BY STOCKHOLDERS PURSUANT TO THIS SECTION 5.09 ARE IRREVOCABLE DURING THE PERIOD DESCRIBED ABOVE AND ARE COUPLED WITH AN INTEREST.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted Solely with respect to its Subject Shares the matters described in Section 1.1, and subject to Section 1.4 below, if Stockholder has not taken a Qualifying Action (and as defined below) on or prior to the fifth business day prior to the Shareholders Meeting (including any adjournments or postponements thereof) or any other meeting, date or event upon which stockholders of the Company will be asked to vote with respect to the matters described in Section 1.1 (such meeting, date or event, the “Voting Event”), Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing irrevocably appoints Parent as such Stockholder’s attorney-in-fact and proxy, its proxy with full power of substitutionsubstitution (which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of all applicable provisions of the Minnesota Business Corporation Act) to vote in its discretion all Voting Shares owned by Stockholder beneficially and of record solely on the matters described in Section 1.1 effective from and after such third business day prior to the Voting Event and until the six months after the date of the applicable Voting Event. Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. “Qualifying Action” means either (a) the delivery by each Stockholder to Parent of a copy of such Stockholder’s name, to vote, express dissent, or otherwise to utilize duly executed and valid proxy (and any amendment of such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper proxy) with respect to the Subject Shares; Shareholders Meeting or other Voting Event, provided that (a) Parent shall not exercise the votes reflected in such proxy granted by such Stockholder or amendment thereof are consistent with Stockholder’s voting obligations under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and 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 intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt matter(s) in question or (b) the delivery by such Stockholder to grant Parent of a proxy, written certificate by one of its duly authorized individuals certifying that Stockholder shall attend the Shareholders Meeting or other Voting Event in person (if a meeting of stockholders) and vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Voting 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 affirmed as of the time of the Voting Event the proxy with respect to the Voting Shares granted pursuant to in this Section 1.02 (notwithstanding any other action take since the date hereof) and Parent (or its designee) shall be null entitled to the proxy and void ab initiovote the Voting Shares in its discretion at or in connection with the applicable Voting Event.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into execution of this Agreement, such Stockholder each Securityholder and its Affiliates (if applicable) do hereby grants a irrevocably and unconditionally appoint and constitute INSW or any designee thereof, until the Expiration Time (immediately after which time this proxy appointing Parent shall automatically be revoked), with full power of substitution and resubstitution, as such StockholderSecurityholder’s or Affiliates’ (if applicable) true and lawful attorney-in-fact and irrevocable proxy, with full power to the fullest extent of substitution, for and in such StockholderSecurityholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper Affiliates’ (if applicable) rights with respect to the Subject Shares; provided Securities owned beneficially or of record by such Securityholder or its respective Affiliates (if applicable), to vote (or consent pursuant to a written consent) and exercise all voting and related rights, sign or execute forms of proxy and/or such other deeds or documents (including, without limitation, the power to execute and deliver written consents) with respect to such Subject Securities owned or held by the Shareholder regarding the matters referred to in such Subject Securities as set forth in Section ‎3. Each Securityholder and its Affiliates (if applicable) intend this proxy to be irrevocable and coupled with an interest until the Expiration Time (at which time this proxy shall automatically be revoked) for all purposes and hereby represents that (a) Parent shall not exercise the any proxies heretofore given with respect to its Subject Securities, if any, are revocable and hereby revokes any proxy previously granted by such Stockholder under this Section 1.02 more than ten each Securityholder and its Affiliates (10if applicable) Business Days prior with respect to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the its Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the Securities. This proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent INSW entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration DateAgreement. Each Stockholder Securityholder and its Affiliates (if applicable) hereby ratifies and confirms all actions that the proxy proxies appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.025. At any meeting of the Securityholders of DSSI (whether annual or special) to which Section ‎3 is applicable, each Securityholder shall (and shall cause its Affiliates to), or shall direct (and shall cause its Affiliates to direct) the holder(s) of record of all of the 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 Subject Securities). Each Stockholder intends this proxy Securityholder undertakes and agrees: (i) to be irrevocable indemnify the Attorney and unconditional during the term of this Agreement against all actions, claims, demands, proceedings, costs, charges, expenses and coupled with an interest and will take such further action or execute such other instruments as liabilities whatsoever which may be reasonably necessary to effect made against the intent Attorney or for which the Attorney may become liable by reason of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted acting in good faith pursuant to and in accordance with this Section 1.02. Any attempt power of attorney; and (ii) that the Attorney shall not be liable to the Securityholder for any loss or damage occurring as a result of any act or omission made by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares Attorney by reason of acting in a manner inconsistent with the proxy granted good faith pursuant to and in accordance with this Section 1.02 shall be null and void ab initiopower of attorney.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). 4.1 By entering into execution of this Agreement, such each Stockholder does hereby grants a appoint and constitute the Buyer, and any one or more other individuals designated by the Buyer, and each of them individually, until the Expiration Date (at which time this proxy appointing Parent shall automatically be revoked), with full power of substitution and resubstitution, as such Stockholder’s attorneytrue and lawful attorneys-in-fact and proxyirrevocable proxies, with full power to the fullest extent of substitution, for and in such Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper rights with respect to the Subject SharesSecurities owned beneficially or of record by such Stockholder, to vote or cause to be voted (including by proxy or written consent, if applicable) such Subject Securities solely with respect to the matters set forth in Section 3.1 hereof; provided provided, however, that (a) Parent shall not exercise each Stockholder’s grant of the proxy granted contemplated by this Section 4 shall be effective if, and only if, (A) such Stockholder under this has not delivered to the Secretary of the Company a duly executed irrevocable proxy in form and substance reasonably acceptable to Buyer directing that such Stockholder’s Subject Securities be voted in accordance with Section 1.02 more than 3.1 at least ten (10) Business Days prior to the Company Stockholders’ Meeting unless meeting at which any of the matters described in Section 3.1 is to be considered or (B) such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares or consent in a manner inconsistent with the provisions of Section 1.01 3.1. Each Stockholder shall retain the authority to vote its Subject Securities in its discretion on all other matters. Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Date (bat which time this proxy shall automatically be revoked) if Parent intends to exercise the for all purposes and hereby revokes any proxy previously granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior with respect 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 this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Dateits Subject Securities. Each Stockholder hereby ratifies and confirms all actions that the proxy proxies appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. 4.2 The proxy granted pursuant to Section 1.02. Each 4.1 to Buyer by each Stockholder intends this proxy to shall be irrevocable and unconditional during the term of this Agreement and Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and will take such further action shall revoke any and all prior proxies or execute such other instruments as may powers of attorney granted by each Stockholder and no subsequent proxy or power of attorney shall be reasonably necessary to effect the intent of this proxy. Each Stockholder hereby agrees given or written consent executed (and if given or executed, shall not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt be effective) by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the thereto. The proxy that may be granted pursuant to hereunder shall terminate upon termination of this Section 1.02 Agreement, and any obligation of each Stockholder under this Agreement shall be null and void ab initiobinding upon the successors of such Stockholder.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreement, such effective immediately following the execution and delivery of the Merger Agreement and the expiration of the 20-day period described above, the Stockholder hereby grants a proxy appointing Parent Parent, with full power of substitution, as such Stockholder’s attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder’s name, to votebe counted as present, express dissentto vote or to otherwise act on behalf of the Stockholder at any meeting of stockholders of the Company (including any adjournments and postponements thereof), in each case solely with respect to the Subject Shares, and to act for the Stockholder (solely with respect to the Subject Shares) on every action or otherwise approval by written consent of the stockholders of the Company and to utilize deliver such voting power documents and consents as may be required by the Stockholder (including, without limitation, the Written Consent) with respect to its Subject Shares, in each case solely in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, 1.2 (including in Parentfavor of adoption of the Merger Agreement) and to execute and deliver any written consents to fulfill the Stockholder’s sole discretion, deem proper with respect to the Subject Sharesobligations under this Agreement; provided that (a) Parent in no event shall not exercise the power of attorney and proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior hereby be exercised to take or approve of any action that would extend the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxyTermination Date. The proxy granted by such the Stockholder pursuant to this Article 1 Section 1.3 is irrevocable and is granted in order to secure the Stockholder’s performance under this Agreement and is also in consideration of the entry of Parent entering and Merger Sub into this Agreement and the Merger Agreement Agreement. If the Stockholder fails for any reason to be counted as present or to vote or to execute and incurring certain related fees deliver written consents with respect to the Subject Shares in accordance with the requirements of Section 1.2 above, then Parent shall have the right, pursuant to this Section 1.3, to cause to be present or vote or to execute and expensesdeliver written consents with respect to the Subject Shares in accordance with the provisions of Section 1.2. The proxy granted by such the Stockholder pursuant to this Section 1.3 shall terminate automatically be revoked upon the Expiration Dateearlier of termination of the Merger Agreement prior to the Effective Time and the Termination Date (as defined in the Merger Agreement). Each This proxy is, and the Stockholder hereby ratifies agrees and confirms all actions acknowledges that the 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 unconditional during the term of this Agreement and is, coupled with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effect is irrevocable until the intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initioExpiration Date.

Irrevocable Proxy. Each The Stockholder hereby revokes irrevocably grants to, and appoints, Seller and Parent, and any individual designated in writing by Seller or Parent, and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreementeach of them individually, such Stockholder hereby grants a proxy appointing Parent as such the Stockholder’s proxy and attorney-in-fact and proxy, (with full power of substitution), for and in such Stockholder’s the name, place and stead of the Stockholder, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or vote its proxy or substitute shall, in Parent’s sole discretion, deem proper Voting Shares with respect to a Voting Event, or grant a consent or approval in respect of its Voting Shares with respect to a Voting Event, in a manner consistent with Section 1.1 and Section 1.5 if the Subject Shares; provided that Stockholder has not voted such Voting Shares in a manner consistent with Section 1.1 at least five (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (105) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxyvoting deadline. The proxy granted by such to Seller and Parent in this Section 1.2 shall expire on the Voting Covenant Expiration Date. The Stockholder pursuant to this Article 1 understands and acknowledges that Seller is irrevocable and is granted in consideration of Parent entering into the Merger Agreement in reliance upon the Stockholder’s execution and incurring certain related fees and expensesdelivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy granted by set forth in this Section 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder shall automatically under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy set forth in this Section 1.2 is coupled with an interest and may under no circumstances be revoked upon the Expiration Daterevoked. Each The Stockholder hereby ratifies and confirms all actions and things that the such irrevocable proxy appointed hereunder may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with this Section 1.02the provisions of Sections 21.367-373 of the TBOC. Each Stockholder intends this Notwithstanding the foregoing, the proxy to and appointment granted hereby shall be irrevocable and unconditional during automatically revoked, without any action by the term Stockholder, upon any valid termination of this Agreement and coupled with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effect the intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initio4.1.

Irrevocable Proxy. Each Stockholder As security for the Holder's obligations under Section 6(a), contingent up the receipt of all necessary and appropriate regulatory approvals relating to the ownership of equity interests in an entity that holds pari-mutuel license in the State of Florida, including without limitation the approval of the Florida Gaming Commission, each Holder hereby revokes any irrevocably constitutes and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent appoints Isle as such Stockholder’s attorney-in-fact Holder's attorney and proxy, with full power of substitution, for substitution and in such Stockholder’s nameresubstitution, to votecause the shares of Common Stock (now owned or subsequently acquired in any fashion, express dissentincluding but not limited to shares of Common Stock acquired in connection with the conversion of shares of Series E Preferred Stock or Series F Preferred Stock or upon the exercise of options to acquire Common Stock), Series E Preferred Stock and Series F Preferred Stock (to the extent such shares of Series E Preferred Stock and Series F Preferred Stock are entitled to be present at and vote at any such FGC Stockholders' Meeting) owned or otherwise controlled by any Holder to utilize be counted as present at any FGC Stockholders' Meeting, to vote the such voting power shares of Common Stock, Series E Preferred Stock and Series F Preferred Stock thereat, however called, and execute consents in respect of such shares of Common Stock, Series E Preferred Stock and Series F Preferred Stock as and to the manner contemplated by extent provided in Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper 6(a). THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Holder hereby revokes all other proxies and powers of attorney with respect to such shares of Common Stock, Series E Preferred Stock and Series F Preferred Stock that the Subject Shares; provided that (a) Parent Holder may have heretofore appointed or granted, and no subsequent proxy or power of attorney shall be granted. For the avoidance of doubt, this proxy shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior apply to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote election of members of the Subject Shares in a manner inconsistent with Section 1.01 board of directors of FGC. This proxy shall expire on the earlier of (i) the Exclusivity Expiration Date and (bii) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ MeetingDecember 31, 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 this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and 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 intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initio2008.

Irrevocable Proxy. Each Prior to the Expiration Date, solely in the event of a failure by Stockholder to act in accordance with the Stockholder's obligations as to voting pursuant to Section 3.1 no later than the third Business Day prior to any meeting at which the stockholders of the Company will consider and vote on any of the matters described in Section 3.1, Stockholder hereby revokes irrevocably grants to, and appoints, Parent, and any individual designated in writing by Parent, and all previous proxies granted with respect to its Subject Shares (each of them individually, as Stockholder's proxy and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxy, (with full power of substitutionsubstitution and including for purposes of Section 212 of the DGCL), for and in such Stockholder’s the name, to voteplace and stead of Stockholder, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Subject Shares; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares Covered Securities, or grant a consent or approval in respect of the Covered Securities, in a manner inconsistent consistent with Section 1.01 this Agreement. Stockholder understands and (b) if acknowledges that Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement in reliance upon Stockholder's execution and incurring certain related fees delivery of this Agreement. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5.23 is given in connection with the execution of the Merger Agreement, and expensesthat such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy granted by such Stockholder shall automatically is coupled with an interest and may be revoked upon only under the Expiration Datecircumstances set forth in the last sentence of this Section 5.23. Each Stockholder hereby ratifies and confirms all actions that the such irrevocable proxy appointed hereunder may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with applicable Law. Stockholder shall, upon written request by Parent, as promptly as practicable execute and deliver to Parent a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 1.025.23 and is otherwise reasonably acceptable to Parent and Stockholder. Each Stockholder intends this Notwithstanding the foregoing, the proxy to and appointment granted hereby shall be irrevocable automatically revoked, without any action by Stockholder, upon the Expiration Date and unconditional during the term of this Agreement and coupled with an interest and will take such further action or execute such other instruments as Parent may be reasonably necessary to effect the intent of this proxy. Each Stockholder hereby agrees not to grant terminate any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt 5.23 at any time at its sole discretion by such Stockholder written notice to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initioStockholder.

Irrevocable Proxy. Each Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the issued and outstanding Shares and all issued and outstanding New Shares in respect of which such Stockholder is the record holder and is entitled to vote at each meeting of the stockholders of the Company (including, without limitation, each written consent in lieu of a meeting) prior to the termination of this Agreement. Upon the execution of this Agreement by such Stockholder, such Stockholder hereby revokes any and all previous prior proxies granted or powers of attorney given by such Stockholder with respect to its Subject voting of the Shares (on the matters referred to in Section 1 and such Stockholder hereby represents that agrees not to grant any such prior proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxy, with full power subsequent proxies or powers of substitution, for and in such Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper attorney with respect to the Subject Shares; provided that (a) Parent shall not exercise voting of the proxy granted by such Stockholder under this Shares on the matters referred to in Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon until after the Expiration Date. Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement and the Proxy. Each Stockholder hereby affirms that the Proxy 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 Stockholder under this Agreement. Except as otherwise provided for herein, each Stockholder hereby (i) affirms that the Proxy is coupled with an interest and may under no circumstances be revoked prior to the Expiration Date, (ii) ratifies and confirms all actions that the proxy Proxies appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Stockholder intends this proxy by virtue hereof, and (iii) affirms that such Proxy is executed and intended to be irrevocable to the extent permitted by the provisions of Section 212 of the Delaware General Corporation Law. The power of attorney granted by each Stockholder herein is a durable power of attorney and unconditional during shall survive the term dissolution, bankruptcy, death or incapacity of such Stockholder. Notwithstanding any other provisions 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 Agreement, the intent Proxy granted hereunder shall automatically terminate upon the termination of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initioAgreement.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted by Stockholder with respect to Company Shares owned (whether beneficially or of record) by it as of the date of this Agreement. In the event, but only in the event, that Stockholder fails to comply with any of its Subject Shares obligations set forth in Section 1.01 with respect to the Required Votes (and Stockholder shall give prompt written notice of such failure in accordance with Section 5.04 and, in any event, before the closing of the voting at the Company Special Meeting with sufficient time to allow Acquiror to exercise its rights under this Section 1.03), then Stockholder hereby represents that irrevocably grants to, and appoints, Acquiror and any such prior proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent designee of Acquiror (determined in Acquiror’s sole discretion) as such Stockholder’s attorney-in-fact and proxy, with full power of substitutionsubstitution and resubstitution, for and in such Stockholder’s name, to vote, express dissentor cause to be voted (including by proxy or written consent, if applicable) (until the termination of this Agreement in accordance with Section 5.03) any Company Shares owned (whether beneficially or otherwise of record) by Stockholder solely to utilize such voting power the extent, and in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shallmanner, in Parent’s sole discretion, deem proper expressly set forth with respect to the Subject Shares; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Required Votes in Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy1.01. The proxy granted by such Stockholder pursuant to this Article 1 Section 1.03, if it becomes effective, and except upon the termination of this Agreement in accordance with Section 5.03, is irrevocable and is granted in consideration of Parent the Acquiror entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions affirms that the 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 such irrevocable and unconditional during the term of this Agreement and proxy, if it becomes effective, is coupled with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effect by reason of the intent Merger Agreement and, except upon the termination of this proxyAgreement in accordance with Section 5.03, is intended to be irrevocable. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant agrees, subject to this Section 1.021.03 and unless and until this Agreement is terminated in accordance with Section 5.03, to vote its Company Shares (including any New Company Shares) in accordance with Section 1.01(a) through Section 1.01(d) above. Any attempt by such Stockholder to grant The parties agree that the foregoing is a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initioagreement.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Subject Shares; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and 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 intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to Section 14 (whether before or after the transfers of voting rights described below): (a) Concurrently with their original execution of this Section 1.02. Any attempt by such Stockholder to grant a proxyAgreement, vote or express dissent certain Investors holding shares of Series A Preferred Stock transferred the voting rights with respect to such shares by the execution of an irrevocable proxy, to remain in effect until the earlier to occur of: (a) the date upon which a Registration Statement filed by the Company under the Securities Act in connection with a Qualified Public Offering of the Company’s securities first becomes effective and the securities registered thereunder shall have been sold, or otherwise (b) such time as there shall exist a public trading market for the Company’s Common Stock into which such Stockholder may sell all of its shares under Rule 144 (the “Series A Proxy”). (b) In the event the holders of the Series B Preferred Stock, the holders of the Series C Preferred Stock or the holders of the Series E Preferred Stock elect to utilize receive an early liquidation preference payment pursuant to Section 4(b) of the Certificate, each holder of the Series B Preferred Stock, Series C Preferred Stock or Series E Preferred Stock, as applicable, shall transfer the voting power rights with respect to such shares by the execution of an irrevocable proxy in substantially the form attached as Exhibit A, to remain in effect until the earlier to occur of: (a) the date upon which a Registration Statement filed by the Company under the Securities Act in connection with a Qualified Public Offering of the Company’s securities first becomes effective and the securities registered thereunder shall have been sold, or (b) such time as there shall exist a public trading market for the Company’s Common Stock into which such Stockholder may sell all of its Subject Shares in a manner inconsistent with shares under Rule 144 (the proxy granted pursuant to this Section 1.02 shall be null and void ab initio“Series B Proxy”, the “Series C Proxy” or the “Series E Proxy”, as applicable).

Irrevocable Proxy. Each (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 hereby revokes 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 stockholders , each Stockholder agrees that it shall execute and all previous 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 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 granted set forth in Section 2.5(d) below shall thereupon be irrevocably activated with respect to its Subject the matters to be brought before the meeting, or which are subject to the consent, as the case may be. (d) In order to secure each Stockholder's obligation to vote (or to act or not act by written consent with respect to) all Voting Shares (beneficially owned by it in accordance with the provisions of this Article II and such Sections 3.2 and 8.11, each Stockholder hereby represents that any such prior appoints each other Stockholder as its true and lawful proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s and attorney-in-fact and proxyfact, with full power of substitution, for to vote (or to act or not act by written consent with respect to) all of the Voting Shares beneficially owned by it in accordance with the terms of this Agreement and in to take all such Stockholder’s name, other actions as are necessary to vote, express dissent, or otherwise to utilize enforce the rights of such voting power other Stockholders under this Article II and Sections 3.2 and 8.11 in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to event the Subject Shares; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and unconditional during the term any provision of this Agreement and coupled with an interest and will take such further action or execute granting such other instruments as may be reasonably necessary to effect the intent of Stockholder rights under this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null Article II and void ab initioSections 3.2 and 8.

Irrevocable Proxy. Each Stockholder Shareholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Stockholder Shareholder hereby represents that any such prior proxy is revocable), other than proxies granted solely with respect to Routine Matters (as defined below). By entering into this Agreement, such Stockholder Shareholder hereby grants a proxy appointing Parent as such StockholderShareholder’s attorney-in-fact and proxy, with full power of substitution, for and in such StockholderShareholder’s namename with respect to the Subject Shares, effective as of the date hereof and continuing until the Expiration Date, to vote, express consent or dissent, or otherwise to utilize such voting power in the manner solely as contemplated by Section ‎Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Subject Sharesabove; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours hours’ notice prior to exercising the proxy granted by such proxyShareholder under this Section ‎1.02 to the extent Parent intends to exercise such proxy within five (5) Business Days of the mailing of the Joint Proxy Statement. The proxy granted by such Stockholder Shareholder pursuant to this Article 1 Section ‎1.02 is irrevocable and is granted in consideration of Parent entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder Shareholder shall automatically be revoked upon the Expiration Date. Each Stockholder Shareholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02‎1.02. Each Stockholder Shareholder intends this proxy to be irrevocable and 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 intent of this proxy. Each Stockholder Shareholder hereby agrees not to grant any proxy or enter into any voting trust or other agreement or arrangement with respect to the voting of any Subject Shares during the term of this Agreement (except for a Permitted Transfer), other than the granting of proxies to vote Subject Shares with respect to the election of directors, ratification of the appointment of the Company’s auditors at the Company’s annual meeting or special meeting of shareholders, and other routine matters at the Company’s annual meeting or any Subject Shares that is special meeting, in either case, solely to the extent such matters are not (i) inconsistent with the proxy granted pursuant obligations contemplated by the Merger Agreement or this Agreement or (ii) related to the transactions contemplated by the Merger Agreement or this Section 1.02Agreement (collectively, “Routine Matters”). Any attempt by such Stockholder Shareholder to grant a proxy, vote vote, consent or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 ‎1.02 shall be null and void ab initio.

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with With respect to its Subject Shares (and such Stockholder hereby represents any meeting of stockholders of the Company that any such prior proxy is revocable). By entering into this Agreementscheduled to take place at a time during which the provisions of Section 3.02(a) are applicable to a Stockholder, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Subject Shares; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than at least ten (10) Business Days prior to such meeting, such Stockholder shall deliver a duly executed irrevocable proxy to the Company Stockholders’ Meeting unless specifying for any matter brought before the meeting other than with respect to the election of directors and any stockholder vote with respect to the Class B Conversion Approval (i) with respect to shares of Class A Common Stock and Common Stock beneficially owned by such Stockholder fails (A) that such Stockholder shall vote such Voting Securities at the meeting in accordance with the Board’s recommendation on such matter if holders of a majority of the Public Voting Securities who have submitted proxies to comply with his obligation under this Agreement or attempts or purports the Company in respect of such meeting by the Measurement Time have authorized the proxy holder to vote the Subject Shares Voting Securities represented by such proxies in accordance with the Board’s recommendation on such matter and (B) how such Stockholder shall vote such Voting Securities at the meeting with respect to such matter if the holders of a majority of the Public Voting Securities who have submitted proxies to the Company in respect of such meeting by the Measurement Time have agreed to vote their Voting Securities in such proxies other than in accordance with the Board’s recommendation on such matter and (ii) with respect to shares of Class B Common Stock beneficially owned by such Stockholder, that such Stockholder shall vote such Voting Securities at the meeting in a manner inconsistent with Section 1.01 and (b) if Parent intends that is proportionate to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior manner in which shares of Public Voting Securities who have submitted proxies to the Company Stockholders’ Meeting, Parent in respect of such meeting by the Measurement Time are voted. Such proxy shall provide appoint such officers of the applicable Stockholder with written notice Company as the Board shall designate as such Stockholder’s true and lawful proxies as to the matters to be voted at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 the meeting and shall state that it is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and 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 sufficient in the law to effect the intent of this support an irrevocable proxy. Each Stockholder hereby agrees not The Company shall cause any such proxy to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent be voted in accordance with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares instructions given in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initioconformity herewith.

Irrevocable Proxy. Each Stockholder Shareholder hereby revokes any and all previous prior proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into other than this Agreement, ) given by such Stockholder Shareholder and hereby grants a proxy appointing Parent irrevocably appoints Pinnacle as such Stockholder’s attorney-in-fact and proxy, (with full power of substitution) and proxy for and on behalf of such Shareholder, for and in such Stockholder’s the name, to voteplace and stead of such Shareholder, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Subject Shares; provided that to: (a) Parent shall not exercise attend any and all GLPI Shareholders Meetings; and (b) vote or issue instructions to the record holder to vote such Subject Shares in accordance with the provisions of Section 1.1 in connection with any such GLPI Shareholders Meeting; provided, however, that (i) such Shareholder’s grant of the proxy granted by contemplated hereby shall be effective if, and only if, such Stockholder under this Section 1.02 more than Shareholder has not delivered to the Secretary of GLPI at least ten (10) Business Days 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 meeting a duly executed proxy card, previously approved by Pinnacle, voting the Subject Shares in a the manner inconsistent specified in Section 1.1 or in the event such proxy card has been thereafter modified or revoked or otherwise fails to provide evidence of such Shareholder’s compliance with its obligations under Section 1.01 1.1 in form and substance reasonably acceptable to Pinnacle; and (bii) such Shareholder hereby affirms that (A) the irrevocable proxy set forth in this Section 1.6, if Parent intends it becomes effective pursuant to clause (i), is given in connection with the execution of the Merger Agreement and as an inducement to Pinnacle to enter into the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement; and (B) this irrevocable proxy is coupled with an interest; and (C) such irrevocable proxy, if it becomes effective pursuant to clause (i), is executed and intended to be irrevocable pursuant to the provisions of Title 15 (Corporations and Unincorporated Associations), Section 1759(d) of the Pennsylvania Code. Pinnacle (or its designee) agrees not to exercise the proxy granted by such Stockholder under herein for any purpose other than the purposes described in this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior Agreement. Except to the Company Stockholders’ Meetingextent of any Subject Shares acquired, Parent directly or indirectly, after the date hereof (which, for clarity, shall provide become Subject Shares upon that acquisition), the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxynumber of Shares owned by the Shareholders referenced above are the only Shares owned beneficially or of record by the Shareholders as of the date of this Agreement. The proxy granted by such Stockholder pursuant to each Shareholder in this Article 1 is irrevocable and is granted in consideration Section 1.6 shall remain valid until the earlier of Parent entering into (i) the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions time that the proxy appointed hereunder may lawfully do Parent Shareholder Approval has been obtained or cause to be done (ii) the termination of this Agreement in accordance with this Section 1.02. Each Stockholder intends this 4.2, in each case immediately upon which each such proxy to be irrevocable and unconditional during the term of this Agreement and coupled with an interest and will take such shall automatically terminate without any further action or execute such other instruments as may be reasonably necessary to effect the intent of this proxy. Each Stockholder hereby agrees not to grant required by any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initioperson.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked), and the Significant Holders shall cause Stockholder to revoke (or agree to revoke, as applicable), any and all previous proxies granted with in respect to its of the Subject Shares (and such given by Stockholder prior to the date hereof. Stockholder hereby represents that irrevocably appoints, and the Significant Holders shall cause Stockholder to irrevocably appoint, Parent, and any such prior proxy is revocable). By entering into this Agreementindividual designated in writing by Parent, such Stockholder hereby grants a proxy appointing Parent and each of them individually, as such Stockholder’s attorney-in-fact and proxy, (with full power of substitution) and proxy for and on behalf of Stockholder, for and in such Stockholder’s the name, to voteplace and stead of Stockholder, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Subject Shares; provided that to: (a) Parent shall not exercise attend any and all Company Stockholders Meetings; and (b) vote or issue instructions to the record holder to vote such Subject Shares in accordance with the provisions of Section 1.1 in connection with any such Company Stockholder Meeting; provided, however, that (i) Stockholder's grant of the proxy granted by such contemplated hereby shall be effective if, and only if, Stockholder under this Section 1.02 more than has not delivered to the Secretary of the Company at least ten (10) Business Days 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 meeting a duly executed proxy card, previously approved by Parent, voting the Subject Shares in a the manner inconsistent specified in Section 1.1 or in the event such proxy card has been thereafter modified or revoked or otherwise fails to provide evidence of Stockholder's compliance with its obligations under Section 1.01 1.1 in form and substance reasonably acceptable to Parent; and (bii) Stockholder and the Significant Holders hereby affirm that (A) the irrevocable proxy set forth in this Section 1.6, if it becomes effective pursuant to clause (i), is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement; and (B) this irrevocable proxy is coupled with an interest; (C) such irrevocable proxy, if it becomes effective pursuant to clause (i), is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the General Corporation Law of the State of Delaware; and (D) the proxy set forth in this Section 1.6 is given in connection with and granted in consideration of and as an inducement to Parent intends 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. Parent (or its designee) agrees not to exercise the proxy granted by such herein for any purpose other than the purposes described in this Agreement. Stockholder under this Section 1.02 between the tenth (10th) Business Day authorizes, and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent Significant Holders 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 this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Stockholder intends this proxy to be irrevocable and 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 intent of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initio.authorize,

Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with With respect to its Subject Shares (and such Stockholder hereby represents any meeting of stockholders of the Company that any such prior proxy is revocable). By entering into this Agreementscheduled to take place at a time during which the provisions of Section 3.02(a) are applicable to a Stockholder, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Subject Shares; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than at least ten (10) Business Days prior to such meeting, such Stockholder shall deliver a duly executed irrevocable proxy to the Company Stockholders’ Meeting unless specifying for any matter brought before the meeting other than with respect to the election of directors and any stockholder vote with respect to the Class B Conversion Approval (A) that such Stockholder fails shall vote its Voting Securities at the meeting in accordance with the Board’s recommendation on such matter if holders of a majority of the Public Voting Securities who have submitted proxies to comply with his obligation under this Agreement or attempts or purports the Company in respect of such meeting by the Measurement Time have authorized the proxy holder to vote the Subject Shares Voting Securities represented by such proxies in a manner inconsistent accordance with Section 1.01 the Board’s recommendation on such matter and (bB) if Parent intends to exercise the proxy granted by how such Stockholder under this Section 1.02 between shall vote its Voting Securities at the tenth (10th) Business Day and meeting with respect to such matter if the second (2nd) Business Day prior holders of a majority of the Public Voting Securities who have submitted proxies to the Company Stockholders’ Meeting, Parent shall provide in respect of such meeting by the applicable Stockholder with written notice at least twenty-four (24) hours prior Measurement Time have agreed to exercising vote their Voting Securities in such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done proxies other than in accordance with this Section 1.02the Board’s recommendation on such matter. Each Stockholder intends this Such proxy shall appoint such officers of the Company as the Board shall designate as such Stockholder’s true and lawful proxies as to the matters to be voted at the meeting and shall state that it is irrevocable and 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 sufficient in the law to effect the intent of this support an irrevocable proxy. Each Stockholder hereby agrees not The Company shall cause any such proxy to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent be voted in accordance with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares instructions given in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initioconformity herewith.

Irrevocable Proxy. (a) Each Supporting Stockholder hereby revokes irrevocably grants to, and appoints, Tenax, and any individual designated in writing by ▇▇▇▇▇, and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreementeach of them individually, such Stockholder hereby grants a proxy appointing Parent as such Supporting Stockholder’s proxy and attorney-in-fact and proxy, (with full power of substitution), for and in the name, place and stead of such Supporting Stockholder, to vote such Supporting Stockholder’s name, to vote, express dissentCovered Shares, or otherwise to utilize execute a written consent or grant approval in respect of such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shallCovered Shares, in Parent’s sole discretiona manner consistent with this Agreement from the date hereof until the Expiration Date; provided, deem proper with respect however, for the avoidance of doubt, that such proxy and voting and related rights are limited to the Subject Shares; provided that those matters set forth in clauses (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends of Section 3, and each Supporting Stockholder shall retain at all times the right to exercise vote such Supporting Stockholder’s Covered Shares (or to direct how such Covered Shares shall be voted) in such Supporting Stockholder’s sole discretion and without any other limitation on any matters not connected with the proxy granted by such Transactions. Each Supporting Stockholder under this Section 1.02 between the tenth (10th) Business Day understands 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 this Article 1 is irrevocable and is granted in consideration of Parent entering acknowledges that Tenax has entered into the Merger Agreement in reliance upon such Supporting Stockholder’s execution and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Datedelivery of this Agreement. Each Supporting Stockholder hereby ratifies and confirms all actions affirms that the irrevocable proxy appointed hereunder may lawfully do or cause to be done set forth in accordance with this Section 1.029(a) is given to secure the performance of the duties of such Supporting Stockholder under this Agreement. Each Supporting Stockholder intends this hereby further affirms that the irrevocable proxy to be irrevocable and unconditional during the term of this Agreement and is coupled with an interest sufficient in law and will take such further action irrevocable proxy is executed and intended to be irrevocable in accordance with applicable Law and AIR’s bylaws until, and shall not be terminated by operation of Law or execute such upon the occurrence of any other instruments as may be reasonably necessary to effect event other than, the intent termination of this proxyAgreement pursuant to Section 16. Each Supporting Stockholder hereby shall, upon written request by ▇▇▇▇▇, as promptly as practicable, execute and deliver to Tenax a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 9(a). Each Supporting Stockholder agrees not to grant any proxy during the term of this Agreement that conflicts with respect to any Subject Shares that or is inconsistent with the proxy granted pursuant to Tenax in this Section 1.02. Any attempt by Agreement. (b) Each Supporting Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that such Supporting Stockholder to grant a proxy, vote or express dissent has heretofore granted with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initioCovered Securities Beneficially Owned by such Supporting Stockholder.

Irrevocable Proxy. Each Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the "Proxy"), such Proxy covering the issued and outstanding Shares and all issued and outstanding New Shares in respect of which such Stockholder is the record holder and is entitled to vote at each meeting of the stockholders of the Company (including, without limitation, each written consent in lieu of a meeting) prior to the termination of this Agreement. Upon the execution of this Agreement by such Stockholder, such Stockholder hereby revokes any and all previous prior proxies granted or powers of attorney given by such Stockholder with respect to its Subject voting of the Shares (on the matters referred to in Section 1 and such Stockholder hereby represents that agrees not to grant any such prior proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxy, with full power subsequent proxies or powers of substitution, for and in such Stockholder’s name, to vote, express dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper attorney with respect to the Subject Shares; provided that (a) Parent shall not exercise voting of the proxy granted by such Stockholder under this Shares on the matters referred to in Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Stockholder shall automatically be revoked upon until after the Expiration Date. Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement and the Proxy. Each Stockholder hereby affirms that the Proxy 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 Stockholder under this Agreement. Except as otherwise provided for herein, each Stockholder hereby (i) affirms that the Proxy is coupled with an interest and may under no circumstances be revoked prior to the Expiration Date, (ii) ratifies and confirms all actions that the proxy Proxies appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02. Each Stockholder intends this proxy by virtue hereof, and (iii) affirms that such Proxy is executed and intended to be irrevocable to the extent permitted by the provisions of Section 212 of the Delaware General Corporation Law. The power of attorney granted by each Stockholder herein is a durable power of attorney and unconditional during shall survive the term dissolution, bankruptcy, death or incapacity of such Stockholder. Notwithstanding any other provisions 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 Agreement, the intent Proxy granted hereunder shall automatically terminate upon the termination of this proxy. Each Stockholder hereby agrees not to grant any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initioAgreement.

Irrevocable Proxy. Each (a) From the date hereof until the occurrence of a Termination Event, the Consenting Stockholder hereby revokes irrevocably grants to and appoints, and agrees from time to time to grant to and appoint, Parent, and any and all previous proxies granted with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreementindividual designated in writing by it, such Stockholder hereby grants a proxy appointing Parent as such the Consenting Stockholder’s attorneyproxy, agent and attoney-in-fact and proxy, (with full power of substitution, ) for and in such Stockholder’s the name, place and stead of the Consenting Stockholder to vote(i) vote (or cause to be voted) the Shares as to which the Consenting Stockholder has, express dissentdirectly or indirectly, the right to vote or otherwise direct the voting or (ii) grant a consent or approval in respect of the Shares as to utilize such voting power which the Consenting Stockholder has, directly or indirectly, the right to vote or direct the voting, in each case, on the manner contemplated matters covered by Section 1.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Subject Shares; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the Company Stockholders’ Meeting unless such Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote the Subject Shares 2.2 and in a manner inconsistent consistent with Section 1.01 and 2.2. (b) if The Consenting Stockholder understands and acknowledges that Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the Company Stockholders’ Meeting, Parent shall provide the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxy. The proxy granted by such Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent Merger Sub are entering into the Merger Agreement in reliance upon the Consenting Stockholder’s execution and incurring certain related fees and expensesdelivery of this Agreement. The Consenting Stockholder hereby affirms that (i) the proxy granted set forth in this Section 2.3 is given in connection with the execution of this Agreement and that such proxy is given to secure the performance by such the Consenting Stockholder shall automatically of its obligations under this Agreement and (ii) the proxy set forth in this Section 2.3 is coupled with an interest and may not under any circumstances be revoked upon or terminated prior to the Expiration Dateoccurrence of a Termination Event. Each Such proxy is executed and intended to be irrevocable in accordance with the provisions of applicable Law. The Consenting Stockholder hereby ratifies and confirms all actions any action that the holder of such proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1.02by virtue hereof. Each The Consenting Stockholder intends this proxy also agrees to be irrevocable and 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 effectuate the intent of this proxy. Each Stockholder such proxy and hereby agrees not to grant revokes any proxy during the term of this Agreement previously granted by it with respect to any Subject its Shares that is would be inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy granted pursuant to this Section 1.02 shall be null and void ab initio2.3.

Irrevocable Proxy. Each (a) As security for the Principal Stockholder’s obligations under Section 1.1, the Principal Stockholder hereby revokes any irrevocably constitutes and all previous proxies granted appoints the Company as his attorney and proxy in accordance with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxythe Corporation Law, with full power of substitution and re-substitution, for and in such Stockholder’s name, to vote, express dissent, or otherwise cause his Subject Shares representing Excess Voting Power to utilize such voting power in the manner contemplated by Section 1.01 be counted as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Subject Shares; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the present at any Company Stockholders’ Meeting unless such Stockholder fails (except to comply the extent otherwise provided in Section 1.1(a)(y) with his obligation under this Agreement or attempts or purports respect to non-affiliated shares which are not counted as present), to vote the his Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the representing Excess Voting Power at any Company Stockholders’ Meeting, Parent shall provide and to execute consents in respect of his Subject Shares representing Excess Voting Power as and to the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxyextent provided in Section 1.1. The Principal Stockholder hereby revokes all other proxies and powers of attorney with respect to his Subject Shares representing Excess Voting Power that he may have heretofore appointed or granted, and represents that any proxies heretofore given in respect of his Subject Shares representing Excess Voting Power, if any, are revocable. (b) The Principal Stockholder hereby affirms that the irrevocable proxy granted set forth in this Section 1.2 is given in connection with the commencement by the Company of the Tender Offer, and that such irrevocable proxy is given to induce the Company to so commence the Tender Offer and to secure the performance of the duties of the Principal Stockholder pursuant to under this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expensesAgreement. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Principal Stockholder hereby ratifies and confirms all actions further affirms that the irrevocable 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 unconditional during the term of this Agreement and is coupled with an interest and will take such further action and, except as set forth in this Section 1.2 or execute such other instruments as may in Section 5.1, is intended to be reasonably necessary to effect irrevocable in accordance with the intent provisions of this proxySection 212 of the Delaware General Corporation Law. Each Stockholder hereby agrees not to grant If for any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with reason the proxy granted pursuant herein is not irrevocable, then the Principal Stockholder agrees to this Section 1.02. Any attempt by such Stockholder to grant a proxy, vote or express dissent with respect to (or otherwise to utilize the voting power of) its his Subject Shares representing Excess Voting Power in a manner inconsistent accordance with the proxy granted pursuant to this Section 1.02 shall be null and void ab initio.1.1

Irrevocable Proxy. Each (a) As security for the Principal Stockholder’s obligations under Section 2.1, the Principal Stockholder hereby revokes any irrevocably constitutes and all previous proxies granted appoints the Company as his attorney and proxy in accordance with respect to its Subject Shares (and such Stockholder hereby represents that any such prior proxy is revocable). By entering into this Agreement, such Stockholder hereby grants a proxy appointing Parent as such Stockholder’s attorney-in-fact and proxythe Delaware General Corporation Law, with full power of substitution and re-substitution, for and in such Stockholder’s name, to vote, express dissent, or otherwise cause his Subject Shares representing Excess Voting Power to utilize such voting power in the manner contemplated by Section 1.01 be counted as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Subject Shares; provided that (a) Parent shall not exercise the proxy granted by such Stockholder under this Section 1.02 more than ten (10) Business Days prior to the present at any Company Stockholders’ Meeting unless such Stockholder fails (except to comply the extent otherwise provided in Section 2.1(a)(y) with his obligation under this Agreement or attempts or purports respect to non-affiliated shares which are not counted as present), to vote the his Subject Shares in a manner inconsistent with Section 1.01 and (b) if Parent intends to exercise the proxy granted by such Stockholder under this Section 1.02 between the tenth (10th) Business Day and the second (2nd) Business Day prior to the representing Excess Voting Power at any Company Stockholders’ Meeting, Parent shall provide and to execute consents in respect of his Subject Shares representing Excess Voting Power as and to the applicable Stockholder with written notice at least twenty-four (24) hours prior to exercising such proxyextent provided in Section 2.1. The Principal Stockholder hereby revokes all other proxies and powers of attorney with respect to his Subject Shares representing Excess Voting Power that he may have heretofore appointed or granted, and represents that any proxies heretofore given in respect of his Subject Shares representing Excess Voting Power, if any, are revocable. (b) The Principal Stockholder hereby affirms that the irrevocable proxy granted set forth in this Section 2.2 is given in connection with the commencement by the Company of the Repurchase Program, and that such irrevocable proxy is given to induce the Company to so commence the Repurchase Program and to secure the performance of the duties of the Principal Stockholder pursuant to under this Article 1 is irrevocable and is granted in consideration of Parent entering into the Merger Agreement and incurring certain related fees and expensesAgreement. The proxy granted by such Stockholder shall automatically be revoked upon the Expiration Date. Each Principal Stockholder hereby ratifies and confirms all actions further affirms that the irrevocable 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 unconditional during the term of this Agreement and is coupled with an interest and will take such further action and, except as set forth in this Section 2.2 or execute such other instruments as may in Section 6.1, is intended to be reasonably necessary to effect irrevocable in accordance with the intent provisions of this proxySection 218 of the Delaware General Corporation Law. Each Stockholder hereby agrees not to grant If for any proxy during the term of this Agreement with respect to any Subject Shares that is inconsistent with reason the proxy granted pursuant to this Section 1.02. Any attempt by such herein is not irrevocable, then the Principal Stockholder to grant a proxy, shall vote or express dissent with respect to (or otherwise to utilize the voting power of) its his Subject Shares representing Excess Voting Power in accordance with Section 2.1 above. The parties agree that the foregoing is a manner inconsistent with voting agreement created under Section 218 of the Delaware General Corporation Law. (c) This irrevocable proxy granted pursuant shall automatically terminate on the Termination Date. Prior to that date, this Section 1.02 irrevocable proxy shall not be terminated by any act of the Principal Stockholder or by operation of law, whether by the death or incapacity of the Principal Stockholder or by the occurrence of any other event or events, it being understood that actions taken by the Company hereunder prior to the Termination Date shall be null and void ab initioremain valid as if such death, incapacity or other event or events had not occurred, regardless of whether or not the Company has received notice of the same.