Common use of Irrevocable Proxy Clause in Contracts

Irrevocable Proxy. In the event that the Stockholder shall ----------------- breach his or her covenant set forth in Section 1.1, the Stockholder (without any further action on Stockholder's part) shall be deemed to have hereby irrevocably appointed the Chief Executive Officer or the Chief Financial Officer of Parent as the attorney and proxy of the Stockholder, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to all the Owned Shares that the Stockholder is entitled to vote at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such Owned Shares as set forth in Section 1.1 above. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, all other proxies and powers of attorney with respect to the Owned Shares that the Stockholder may have heretofore appointed or granted, and no subsequent proxy or power of attorney (except in furtherance of the Stockholder's obligations under Section 1.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder with respect thereto so long as the Stockholder's obligations under this Section 1.2 remain in effect.

Irrevocable Proxy. In the event that the Stockholder shall ----------------- breach his or her covenant set forth in Section 1.1, the Stockholder (without any further action on Stockholder's part) shall be deemed to have hereby irrevocably appointed the Chief Executive Officer or the Chief Financial Officer of Parent as the attorney and proxy of the Stockholder, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to all the Owned Shares that the Stockholder is entitled to vote at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such Owned Shares as set forth in Section 1.1 above. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, all other proxies and powers of attorney with respect to the Owned Shares that the Stockholder may have heretofore appointed or granted, and no subsequent proxy or power of attorney (except in furtherance of the Stockholder's obligations under Section 1.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder with respect thereto so long as the Stockholder's obligations under this Section 1.2 remain in effect.

Irrevocable Proxy. In Each Stockholder agrees that, in the event that the such Stockholder shall ----------------- breach his or her covenant set forth fail to comply with the provisions of Section 5.1 hereof as determined by Investor in Section 1.1its sole discretion, the Stockholder (such failure shall result, without any further action on by such Stockholder's part) shall be deemed to have hereby irrevocably appointed , in the Chief Executive Officer or the Chief Financial Officer irrevocable appointment of Parent Investor as the attorney and proxy of such Stockholder pursuant to the Stockholderprovisions of Delaware General Corporation Law, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to all shares of Common Stock, including the Owned Shares owned by such Stockholder, that the such Stockholder is entitled to vote at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such Owned Shares as set forth on the matters and in the manner specified in Section 1.1 above5.1 hereof. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Each Stockholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, all other proxies and powers of attorney with respect to the Owned Shares that the such Stockholder may have heretofore appointed or granted, and no subsequent proxy or power of attorney (except in furtherance of the such Stockholder's obligations under Section 1.1 5.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by the such Stockholder with respect thereto so long as the Stockholder's obligations under this Section 1.2 remain Agreement remains in effect.

Irrevocable Proxy. In Shareholder agrees that, in the event that Shareholder shall fail to comply with the Stockholder provisions of Section 6.1 hereof as determined by Purchaser in its sole discretion, such failure shall ----------------- breach his or her covenant set forth in Section 1.1result, the Stockholder (without any further action on Stockholder's part) shall be deemed to have hereby irrevocably appointed by Shareholder, in the Chief Executive Officer or the Chief Financial Officer irrevocable appointment of Parent Purchaser as the attorney and proxy of the StockholderShareholder, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to all of the Owned Shares that the Stockholder Shareholder is entitled to vote at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such Owned Shares as set forth on the matters and in the manner specified in Section 1.1 above6.1. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTERESTINTEREST AND IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 212(e) OF THE DELAWARE GENERAL CORPORATION LAW ("DGCL"). The Stockholder Shareholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, all other proxies and powers of attorney with respect to the Owned Shares that the Stockholder Shareholder may have heretofore appointed or granted, and no subsequent proxy or power of attorney (except in furtherance of the StockholderShareholder's obligations under Section 1.1 6.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder Shareholder with respect thereto so long as the Stockholder's obligations under this Section 1.2 remain Agreement remains in effect.

Irrevocable Proxy. In the event that the Stockholder shall ----------------- breach his or her its covenant set forth in Section 1.1, the Stockholder (without any further action on Stockholder's part) shall be deemed to have hereby irrevocably appointed the Chief Executive Officer or the Chief Financial Officer of Parent as the attorney and proxy of the Stockholder, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to all the Owned Shares that the Stockholder is entitled to vote at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such Owned Shares as set forth in Section 1.1 above. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, all other proxies and powers of attorney with respect to the Owned Shares that the Stockholder may have heretofore appointed or granted, and no subsequent proxy or power of attorney (except in furtherance of the Stockholder's obligations under Section 1.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder with respect thereto so long as the Stockholder's obligations under this Section 1.2 remain in effect.

Irrevocable Proxy. In the event that the Stockholder shall ----------------- breach his or her its covenant set forth in Section 1.1, the Stockholder (without any further action on Stockholder's part) shall be deemed to have hereby irrevocably appointed the Chief Executive Officer or the Chief Financial Officer of Parent as the attorney and proxy of the Stockholder, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to all the Owned Shares that the Stockholder is entitled to vote at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such Owned Shares as set forth in Section 1.1 above. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, all other proxies and powers of attorney with respect to the Owned Shares that the Stockholder may have heretofore appointed or granted, and no subsequent proxy or power of attorney (except in furtherance of the Stockholder's obligations under Section 1.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder with respect thereto so long as the Stockholder's obligations under this Section 1.2 remain in effect.

Irrevocable Proxy. In the event that the Stockholder shall ----------------- breach his or her covenant set forth For so long as this Agreement has not been validly terminated in accordance with Section 1.16.1, the Stockholder (without any further action on Stockholder's part) shall be deemed to have hereby irrevocably appointed the Chief Executive Officer or the Chief Financial Officer of appoints Parent as the attorney its attorney-in-fact and proxy of the Stockholder, with full power of substitution and re-substitution, to vote, and otherwise act (by written consent or otherwise) the full extent of the Stockholder’s voting rights with respect to all Covered Company Shares (which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of Section 212 of the Owned DGCL) to vote (or issue instructions to the record holder to vote), and to execute (or issue instructions to the record holder to execute) written consents with respect to, all Covered Company Shares that in accordance with the provisions of Section 2.2. This proxy is coupled with an interest, was given to secure the obligations of the Stockholder is entitled under Section 2.2, was given in consideration of and as an additional inducement of Parent and Merger Sub to vote at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such Owned Shares as set forth in Section 1.1 above. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder hereby revokes, effective upon the execution and delivery of enter into the Merger Agreement by the parties theretoand shall be irrevocable, all other proxies and powers of attorney with respect to the Owned Shares that the Stockholder may have heretofore appointed agrees to execute any further agreement or granted, form reasonably necessary or appropriate to confirm and no subsequent proxy or power of attorney (except in furtherance effectuate the grant of the Stockholder's obligations under Section 1.1 hereof) shall be given or written consent executed (proxy contained herein and if given or executed, shall not be effective) hereby revokes any proxy previously granted by the Stockholder with respect thereto so long as to the Covered Company Shares. Such proxy shall not be terminated by operation of any Law or upon the occurrence of any other event other than upon the valid termination of this Agreement in accordance with its terms, at which time such proxy shall automatically terminate. Parent may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder's obligations under this Section 1.2 remain in effect.

Irrevocable Proxy. In the event that the Stockholder shall ----------------- breach his or her ----------------- covenant set forth in Section 1.11.2, the Stockholder (without any further action on Stockholder's part) shall be deemed to have hereby irrevocably appointed the Chief Executive Officer or the Chief Financial Officer of Parent as the attorney and proxy of the such Stockholder, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to all the Owned Shares that the Stockholder is entitled to vote at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such Owned Shares as set forth in Section 1.1 1.2 above. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, all other proxies and powers of attorney with respect to the Owned Shares that the Stockholder may have heretofore appointed or granted, and no subsequent proxy or power of attorney (except in furtherance of the Stockholder's obligations under Section 1.1 1.2 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder with respect thereto so long as the Stockholder's obligations under this Section 1.2 remain in effect.

Irrevocable Proxy. In Each Shareholder agrees that, in the event that such Shareholder shall fail to comply with the Stockholder provisions of Section 3.1 hereof as determined by RISCORP in its reasonable discretion, such failure shall ----------------- breach his or her covenant set forth in Section 1.1result, the Stockholder (without any further action on Stockholder's part) shall be deemed to have hereby irrevocably appointed by such Shareholder, in the Chief Executive Officer or the Chief Financial Officer irrevocable appointment of Parent RISCORP as the attorney attorney-in-fact and proxy of such Shareholder pursuant to the Stockholderprovisions of Florida law, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to all to, the Owned Shares that the Stockholder such Shareholder is entitled to vote at any meeting of stockholders shareholders of the Company RISCORP (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such Owned Shares as set forth solely on the matters and in the manner specified in Section 1.1 above3.1 hereof. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder Such Shareholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, all other proxies and powers of attorney with respect to the Owned such Shareholder's Shares that the Stockholder such Shareholder may have heretofore appointed or grantedgranted (other than as set forth in the Pledge and Security Agreement), and no subsequent proxy or power of attorney (except in furtherance of the Stockholdersuch Shareholder's obligations under Section 1.1 3.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder such Shareholder with respect thereto so long as the Stockholder's obligations under this Section 1.2 remain Agreement remains in effect.

Irrevocable Proxy. In the event that the Each Stockholder shall ----------------- breach his or her covenant set forth in Section 1.1, the Stockholder (without any further action on Stockholder's part) shall be deemed to have hereby irrevocably appointed the Chief Executive Officer or the Chief Financial Officer of Parent appoints Purchaser as the attorney and proxy of the Stockholder, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to all of the Owned Voting Shares that the such Stockholder is entitled to vote at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such Owned Shares as set forth on the matters and in the manner specified in Section 1.1 above5.1. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTERESTINTEREST AND IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 212(e) OF THE DELAWARE GENERAL CORPORATION LAW ("DGCL"). The Each Stockholder hereby revokes, effective upon the execution and delivery of the Merger Purchase Agreement by the parties thereto, all other proxies and powers of attorney with respect to the Owned Voting Shares to which this proxy and power of attorney relates that the such Stockholder may have heretofore appointed or granted, and no subsequent proxy or power of attorney (except in furtherance of the such Stockholder's obligations under Section 1.1 5.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by the such Stockholder with respect thereto so long as the Stockholder's obligations under this Section 1.2 remain Agreement remains in effect.

Irrevocable Proxy. In Solely with respect to the event that the Stockholder shall ----------------- breach his or her covenant set forth matters described in Section 1.11.2, the for so long as this Agreement has not been validly terminated in accordance with its terms, each Stockholder (without any further action on Stockholder's part) shall be deemed to have hereby irrevocably appointed the Chief Executive Officer appoints Parent (and any Person or the Chief Financial Officer of Parent Persons designated by Parent) as the attorney its attorney-in-fact and proxy of the Stockholder, with full power of substitutionsubstitution and resubstitution, to vote, and otherwise act (by written consent or otherwise) the 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 Owned Shares that the Stockholder is entitled Corporation Law) to vote at any meeting of stockholders of (or issue instructions to the Company record holder to vote), and to execute (whether annual or special and whether or not an adjourned or postponed meetingissue instructions to the record holder to execute) or consent in lieu of any written consents with respect to, all such meeting or otherwise, to vote such Owned Stockholders’ Subject Shares as set forth solely on the matters described in Section 1.1 above1.2, and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The This proxy is coupled with an interest, was given to secure the obligations of such Stockholder hereby revokesunder Section 1.2, effective upon the execution was given in consideration of and delivery as an additional inducement of Parent and Merger Sub to enter into the Merger Agreement and shall be irrevocable, and such Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein and hereby revokes any proxy previously granted by the parties thereto, all other proxies and powers of attorney such Stockholder with respect to the Owned Shares that the Stockholder may have heretofore appointed or granted, and no subsequent Subject Shares. Such proxy or power of attorney (except in furtherance of the Stockholder's obligations under Section 1.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) terminated by operation of any Law or upon the Stockholder occurrence of any other event other than upon the valid termination of this Agreement in accordance with its terms. Parent may terminate this proxy with respect thereto so long as the to a Stockholder at any time at its sole election by written notice provided to such Stockholder's obligations under this Section 1.2 remain in effect.

Irrevocable Proxy. In Each Stockholder agrees that, in the event that the such Stockholder shall ----------------- breach his or her covenant set forth in fail to comply with the provisions of Section 1.13(a) hereof, the Stockholder (such failure shall result, without any further action on by such Stockholder's part) shall be deemed to have hereby irrevocably appointed , in the Chief Executive Officer or the Chief Financial Officer irrevocable appointment of Parent USAuto as the attorney attorney-in-fact and proxy of such Stockholder pursuant to the Stockholderprovisions of Delaware law, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to all to, the Owned LBI Voting Shares that the such Stockholder is entitled to vote at any meeting of stockholders of the Company LBI (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such Owned Shares as set forth solely on the matters and in the manner specified in Section 1.1 above3(a) hereof. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Such Stockholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, all other proxies and powers of attorney with respect to the Owned such Stockholder's LBI Voting Shares that the such Stockholder may have heretofore appointed or granted, granted and no subsequent proxy or power of attorney directly relating to the issues specified in Section 3(a) (except in furtherance of the such Stockholder's obligations under Section 1.1 3(a) hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by the such Stockholder with respect thereto so long as the Stockholder's obligations under this Section 1.2 remain Agreement remains in effect.

Irrevocable Proxy. In the event that the Stockholder shall ----------------- breach his or her its covenant set forth in Section 1.11, the Stockholder (without any further action on the Stockholder's part) shall be deemed to have hereby irrevocably appointed the Chief Executive Officer or the Chief Financial Officer of Parent Purchaser as the attorney and proxy of the Stockholder, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to all the Owned Shares that the Stockholder is entitled to vote at any meeting of the stockholders of the Company (whether annual annual, special or special the Stockholders Meeting and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such Owned Shares as set forth in Section 1.1 1 above. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, all other proxies and powers of attorney with respect to the Owned Shares that the Stockholder may have heretofore appointed or granted, and no subsequent proxy or power of attorney (except in furtherance of the Stockholder's obligations under Section 1.1 1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder with respect thereto so long as the Stockholder's obligations under this Section 1.2 remain in effect.

Irrevocable Proxy. In Each of Lincoln and Stockholder agrees that, in the event that the Stockholder shall ----------------- breach his or her covenant set forth fail to comply with the provisions of Section 7.1 hereof as determined by Purchaser in Section 1.1its sole discretion, the Stockholder (such failure shall result, without any further action on by Stockholder's part) shall be deemed to have hereby irrevocably appointed , in the Chief Executive Officer or the Chief Financial Officer irrevocable appointment of Parent Purchaser as the attorney and proxy of Stockholder pursuant to the Stockholderprovisions of section 212 of the DGCL, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to all shares of Common Stock, including the Owned Shares Shares, that the Stockholder is entitled to vote at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such Owned Shares as set forth on the matters and in the manner specified in Section 1.1 above7.1 hereof. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, all other proxies and powers of attorney with respect to the Owned Shares that the Stockholder may have heretofore appointed or granted, and no subsequent proxy or power of attorney (except in furtherance of the Stockholder's obligations under Section 1.1 7.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder with respect thereto so long as the Stockholder's obligations under this Section 1.2 remain Agreement remains in effect.

Irrevocable Proxy. In Until the event that the termination of this Agreement, each Stockholder shall ----------------- breach hereby irrevocably appoints Xxx Xxxxxx and Xxxxxx Xxxxxx, or either of them acting alone, as his or her covenant set forth in Section 1.1, the Stockholder (without any further action on Stockholder's part) shall be deemed to have hereby irrevocably appointed the Chief Executive Officer or the Chief Financial Officer of Parent as the its attorney and proxy pursuant to the provisions of Section 212(c) of the StockholderGeneral Corporation Law of the State of Delaware, each with full power of substitution, to vote, vote and otherwise act (by written consent or otherwise) with respect to all the Owned Shares that and the Other Securities which such Stockholder is entitled to vote at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such Owned Shares as set forth on the matters and in the manner specified in Section 1.1 above1.01 hereof. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder Stockholders hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, revoke all other proxies and powers of attorney with respect to the Owned Shares and the Other Securities that the Stockholder they may have heretofore appointed or granted, and no subsequent proxy or power of attorney (except in furtherance of the Stockholder's obligations under Section 1.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder Stockholders with respect thereto so long as to the Stockholder's obligations matters specified in Section 1.01 hereof. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of any Stockholder and any obligation of any Stockholder under this Section 1.2 remain in effectAgreement shall be binding upon the heirs, personal representatives and successors or assigns of such Stockholder.

Irrevocable Proxy. In the event that the Stockholder shall ----------------- breach his or her covenant set forth in Section 1.1, the Stockholder (without any further action on Stockholder's part) shall be deemed to have Shareholder hereby irrevocably appointed the Chief Executive Officer or the Chief Financial Officer of Parent appoints Merger Sub as the its attorney and proxy of the Stockholderproxy, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to all the Owned Subject Shares that the Stockholder Shareholder is entitled to vote at any meeting of stockholders shareholders of the Company (whether annual annual, special or special other meeting and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such Owned Subject Shares as set forth in Section 1.1 above1.02 hereof; provided that in any such vote or other action pursuant to such proxy, Merger Sub shall not have the right (and such proxy shall not confer the right) to vote to reduce the Per Share Amount or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any shareholders of the Company (including Shareholder) under the Merger Agreement or to reduce the obligations of Parent or Merger Sub thereunder; and provided further that this proxy shall irrevocably cease to be in effect upon the termination of the Merger Agreement in accordance with its terms. SUBJECT TO THE FOREGOING, THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder Shareholder hereby revokes, effective upon the execution and delivery of the Merger this Agreement by the parties theretohereto, all other proxies and powers of attorney with respect to the Owned Subject Shares that the Stockholder it may have heretofore appointed or granted, and no subsequent proxy or power of attorney (except in furtherance of the Stockholder's its obligations under Section 1.1 1.02 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder it with respect thereto so long as the Stockholder's obligations under this Section 1.2 remain Agreement remains in effect. Shareholder shall forward to Parent and Merger Sub any proxy cards that Shareholder receives with respect to the Merger Agreement.

Irrevocable Proxy. In Stockholder agrees that, in the event that the Stockholder shall ----------------- breach his or her covenant set forth fail to comply with the provisions of Section 6.1 hereof as determined by Purchaser in Section 1.1its sole discretion, the Stockholder (such failure shall result, without any further action on by Stockholder's part) shall be deemed to have hereby irrevocably appointed , in the Chief Executive Officer or the Chief Financial Officer irrevocable appointment of Parent Purchaser as the attorney and proxy of Stockholder pursuant to the Stockholderprovisions of section 212 of the DGCL, during and for the term of this Agreement, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to all shares of Common Stock, including the Owned Shares Shares, that the Stockholder is entitled to vote at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such Owned Shares as set forth on the matters and in the manner specified in Section 1.1 above6.1 hereof. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder hereby affirms that the irrevocable proxy set forth in Section 6.2 is given to secure performance of the duties of Stockholder under this Agreement. Stockholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, all other proxies and powers of attorney with respect to the Owned Shares that the Stockholder may have heretofore appointed or granted, and no subsequent proxy or power of attorney (except in furtherance of the Stockholder's obligations under Section 1.1 6.1 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder with respect thereto so long as the Stockholder's obligations under this Section 1.2 remain Agreement remains in effect.

Irrevocable Proxy. In the event that the Stockholder shall ----------------- breach his or her covenant set forth in Section 1.1, the Each Stockholder (without any further action on such Stockholder's part) shall be deemed to have hereby irrevocably appointed the Chief Executive Officer or the Chief Financial Officer of Parent as the attorney and proxy of the such Stockholder, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to all the Owned Shares that the such Stockholder is entitled to vote at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such Owned Shares as set forth in Section 1.1 1.2 above. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Each Stockholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, all other proxies and powers of attorney with respect to the Owned Shares that the Stockholder he may have heretofore appointed or granted, and no subsequent proxy or power of attorney (except in furtherance of the such Stockholder's obligations under Section 1.1 1.2 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by the such Stockholder with respect thereto so long as the Stockholder's obligations under this Section 1.2 remain in effect.