Common use of Irrevocable Proxy Clause in Contracts

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement Individual does hereby appoint ▇▇▇▇▇▇▇ and any of its designees with full power of substitution and resubstitution, as Individual’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individual’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual is unable to perform or otherwise does not perform its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assigns. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement Individual Agreement, each Stockholder does hereby appoint ▇▇▇▇▇▇▇ the Company and any of its designees with full power of substitution and resubstitution, as Individualsuch Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individualsuch Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Individualsuch Stockholder’s name (solely in its capacity as a stockholder) to any stockholder Stockholder consent, if Individual is unable such Stockholder fails to perform vote his, her or otherwise does not perform its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereofhereof by 5:00 p.m. (Eastern Time) on the day immediately preceding the meeting date (or date upon which written consents are requested to be submitted), provided the Stockholder has received information regarding the meeting or request for written consent at least five (5) Business Days before such stockholder meeting or any consent solicitation or other vote taken of the Company’s stockholders. Individual Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual such Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably 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, Passage and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual such Stockholder and the obligations of Individual such Stockholder shall be binding on Individualsuch Stockholder’s heirs, personal representatives, successors, transferees and assigns. Individual Each Stockholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual hereby affirms With respect to any Shares that are owned beneficially by Stockholder but are not held of record by Stockholder (other than shares beneficially owned by Stockholder that are held in the name of a bank, broker or nominee), Stockholder shall take all action necessary to cause the record holder of such Shares to grant the irrevocable proxy set forth and take all other actions provided for in this Section 6 is given in connection with and granted in consideration of and as an inducement respect to Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement Individual Sealbond does hereby appoint ▇▇▇▇▇▇▇ and any of its designees with full power of substitution and resubstitution, as IndividualSealbond’s true and lawful attorney and irrevocable proxy, to the fullest extent of IndividualSealbond’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign IndividualSealbond’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual Sealbond is unable to perform or otherwise does not perform its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual Sealbond intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual Sealbond with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual Sealbond and the obligations of Individual Sealbond shall be binding on IndividualSealbond’s heirs, personal representatives, successors, transferees and assigns. Individual Sealbond hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual Sealbond 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 Dogwood to issue and sell to Individual Sealbond the Shares and that such proxy is given to secure the obligations of Individual Sealbond under Section 1. Notwithstanding ​ anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement Individual Agreement, each Stockholder does hereby appoint ▇▇▇▇▇▇▇ Passage and any of its designees with full power of substitution and resubstitution, as Individualsuch Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individualsuch Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Individualsuch Stockholder’s name (solely in its capacity as a stockholder) to any stockholder Stockholder consent, if Individual is unable such Stockholder fails to perform vote his, her or otherwise does not perform its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereofhereof by 5:00 p.m. (Eastern Time) on the day immediately preceding the meeting date (or date upon which written consents are requested to be submitted), provided the Stockholder has received information regarding the meeting or request for written consent at least five (5) Business Days before such stockholder meeting or any consent solicitation or other vote taken of Passage’s stockholders. Individual Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual such Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably 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, Passage and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual such Stockholder and the obligations of Individual such Stockholder shall be binding on Individualsuch Stockholder’s heirs, personal representatives, successors, transferees and assigns. Individual Each Stockholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual hereby affirms With respect to any Shares that are owned beneficially by Stockholder but are not held of record by Stockholder (other than shares beneficially owned by Stockholder that are held in the name of a bank, broker or nominee), Stockholder shall take all action necessary to cause the record holder of such Shares to grant the irrevocable proxy set forth and take all other actions provided for in this Section 6 is given in connection with and granted in consideration of and as an inducement respect to Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject to the final sentence of this Section 68, by execution of this Agreement Individual Agreement, Stockholder does hereby appoint ▇▇▇▇▇▇▇ the Company and any of its designees with full power of substitution and resubstitution, as IndividualStockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of IndividualStockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign IndividualStockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual Stockholder and the obligations of Individual Stockholder shall be binding on IndividualStockholder’s heirs, personal representatives, successors, transferees and assigns. Individual hereby Stockholder h▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement Individual Agreement, Stockholder does hereby appoint ▇▇▇▇▇▇▇ the Company and any of its designees with full power of substitution and resubstitution, as IndividualStockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of IndividualStockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign IndividualStockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual Stockholder and the obligations of Individual Stockholder shall be binding on IndividualStockholder’s heirs, personal representatives, successors, transferees and assigns. Individual hereby Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement Individual Agreement, each Shareholder does hereby appoint ▇▇▇▇▇▇▇ the Company and any of its designees with full power of substitution and resubstitution, as Individualsuch Shareholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individualsuch Shareholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Individualsuch Shareholder’s name (solely in its capacity as a stockholderShareholder) to any stockholder Shareholder consent, if Individual Shareholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual Each Shareholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual such Shareholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably Shareholder hereby affirms that the proxy set forth in this Section 6 is given in connection with, and granted in consideration of, and as an inducement to the Company, Vibrant and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Shareholder under Section 1. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual such Shareholder and the obligations of Individual such Shareholder shall be binding on Individualsuch Shareholder’s heirs, personal representatives, successors, transferees and assigns. Individual Each Shareholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement Individual Agreement, each Stockholder does hereby appoint ▇▇▇▇▇▇▇ Terrain and any of its designees with full power of substitution and resubstitution, as Individualsuch Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individualsuch Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Individualsuch Stockholder’s name (solely in its capacity as a stockholder) to any stockholder Stockholder consent, if Individual Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual such Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably 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 incapacity of Individual such Stockholder and the obligations of Individual such Stockholder shall be binding on Individualsuch Stockholder’s heirs, personal representatives, successors, transferees and assigns. Individual Each Stockholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual hereby affirms With respect to any Shares that are owned beneficially by Stockholder but are not held of record by Stockholder (other than shares beneficially owned by Stockholder that are held in the name of a bank, broker or nominee), Stockholder shall take all action necessary to cause the record holder of such Shares to grant the irrevocable proxy set forth and take all other actions provided for in this Section 6 is given in connection with and granted in consideration of and as an inducement respect to Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement Individual Agreement, Stockholder does hereby appoint ▇▇▇▇▇▇▇ Parent and any of its designees with full power of substitution and resubstitution, as IndividualStockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of IndividualStockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign IndividualStockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares and New Shares solely with respect to the matters set forth in Section 1 hereof1. Individual Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual Stockholder and the obligations of Individual Stockholder shall be binding on IndividualStockholder’s heirs, personal representatives, successors, transferees and assigns. Individual hereby Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood the Company, Parent, First Merger Sub and Second Merger Sub to issue and sell to Individual enter into the Shares Merger Agreement and that such proxy is given to secure the obligations of Individual the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject Such Stockholder hereby revokes (or prior hereto has caused to be revoked) any proxies that such Stockholder has heretofore granted with respect to the final sentence of this Section 6Subject Shares. Such Stockholder hereby irrevocably (to the fullest extent permitted by law) appoints Parent, by execution of this Agreement Individual does hereby appoint ▇▇▇▇▇▇▇ and acting through any of its designees authorized signatories, as the sole and exclusive attorney-in-fact and proxy for and on behalf of such Stockholder, with full power of substitution and resubstitution, as Individual’s true for and lawful attorney in the name, place and irrevocable proxystead of such Stockholder, to: (a) attend any and all meetings of the Company Stockholders, (b) vote, express consent or dissent or issue instructions to the fullest extent record holder to vote such Stockholder’s Subject Shares in accordance with the provisions of Individual’s rights Section 1.1 at any and all meetings of the Company Stockholders or in connection with any action sought to be taken by written consent of the Company Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares or New Shares, in connection with any action sought to vote and be taken by written consent without a meeting. Parent agrees not to exercise all voting and related rights, including the right to sign Individual’s name (solely proxy granted herein for any purpose other than the purposes described in its capacity as a stockholder) to any stockholder consent, if Individual is unable to perform or otherwise does not perform its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual intends this The foregoing proxy shall be deemed to be irrevocable and a proxy coupled with an interest hereunder interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the Expiration Datetermination of the Merger Agreement and shall not be terminated by operation of law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2. Such Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, hereby revokes to revoke any proxy previously granted by Individual with respect substitution and to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably file this proxy and power any substitution or revocation with the Secretary of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assignsCompany. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual Such Stockholder hereby affirms that the proxy set forth in this Section 6 1.5 is given in connection with and granted in consideration of and as an inducement to Dogwood Parent and Merger Sub to issue and sell to Individual enter into the Shares Merger Agreement and that such proxy is given to secure the obligations of Individual such Stockholder under Section 11.1. Notwithstanding anything contained herein The proxy set forth in this Section 1.5 is executed and intended to the contrarybe irrevocable, this irrevocable proxy shall automatically terminate subject, however, to its automatic termination upon the Expiration Datetermination of this Agreement pursuant to Section 4.2. ​Each Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 1.5.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement Individual Agreement, Stockholder does hereby appoint ▇▇▇▇▇▇▇ Parent and any of its designees with full power of substitution and resubstitution, as IndividualStockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of IndividualStockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign IndividualStockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares or New Shares solely with respect to the matters set forth in Section 1 hereof. Individual Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual Stockholder and the obligations of Individual Stockholder shall be binding on IndividualStockholder’s heirs, personal representatives, successors, transferees and assigns. Individual hereby Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood the Company, Parent, First Merger Sub and Second Merger Sub to issue and sell to Individual enter into the Shares Merger Agreement and that such proxy is given to secure the obligations of Individual the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement Individual Agreement, Stockholder does hereby appoint ▇▇▇▇▇▇▇ Parent and any of its designees with full power of substitution and resubstitution, as IndividualStockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of IndividualStockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign IndividualStockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual Stockholder and the obligations of Individual Stockholder shall be binding on IndividualStockholder’s heirs, personal representatives, successors, transferees and assigns. Individual hereby Stockholder h▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement Individual Agreement, Stockholder does hereby appoint ▇▇▇▇▇▇▇ the Proxy and any of its his designees with full power of substitution and resubstitution, as IndividualStockholder’s true and lawful attorney and irrevocable and unconditional proxy, to the fullest extent of IndividualStockholder’s rights (including, for the avoidance of doubt, voting rights) with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign IndividualStockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof, and the Proxy hereby accepts the obligations to vote and exercise all voting and related rights with respect to the Shares in accordance with Section 1 hereof. Individual Stockholder intends this proxy to be irrevocable and unconditional, and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. 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 Subs to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual Stockholder and the obligations of Individual Stockholder shall be binding on IndividualStockholder’s heirs, personal representatives, successors, transferees and assigns. Individual hereby Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement Individual Agreement, Stockholder does hereby appoint ▇▇▇▇▇▇▇ Parent and any of its designees with full power of substitution and resubstitutionre-substitution, as IndividualStockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of IndividualStockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign IndividualStockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual Stockholder and the obligations of Individual Stockholder shall be binding on IndividualStockholder’s heirs, personal representatives, successors, transferees and assigns. Individual hereby Stockholder h▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood the Company, Parent, ExchangeCo, CallCo and the former shareholders of the Company to issue and sell to Individual enter into the Shares Purchase Agreement and that such proxy is given to secure the obligations of Individual the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1.1 of this Agreement, the Stockholder hereby irrevocably appoints KBL, and any individual designated in writing by it, as attorney-in-fact and proxy for and on behalf of the Stockholder, for and in the name, place and stead of the Stockholder, to: (a) vote, express consent or dissent or issue instructions to the final sentence record holder to vote the Stockholder’s Subject Securities in accordance with the provisions of this Section 61.1 at any and all meetings of the Company Stockholders or in connection with any action sought to be taken by written consent of the Company Stockholders without a meeting and (b) grant or withhold, by execution of this Agreement Individual does hereby appoint ▇▇▇▇▇▇▇ and any of its designees with full power of substitution and resubstitution, as Individual’s true and lawful attorney and irrevocable proxy, or issue instructions to the fullest extent record holder to grant or withhold, consistent with the provisions of Individual’s rights Section 1.1, all written consents with respect to the Shares Subject Securities at any and all meetings of the Company Stockholders or New Shares, in connection with any action sought to vote and be taken by written consent without a meeting. KBL agrees not to exercise all voting and related rights, including the right to sign Individual’s name (solely proxy granted herein for any purpose other than the purposes expressly described in its capacity as a stockholder) to any stockholder consent, if Individual is unable to perform or otherwise does not perform its obligations under this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, with respect to such Shares solely revokes any and all prior proxies granted with respect to the matters set forth in Subject Securities, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Stockholder, as applicable) until the earlier of (i) December 9, 2019 or (ii) termination of the Business Combination Agreement and shall not be terminated by operation of law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 1 hereof4.2. Individual intends The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy to be irrevocable and coupled any substitution or revocation with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual with respect to the Shares or New Shares and represents that none Secretary of such previously-granted proxies are irrevocableKBL. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assigns. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual Stockholder hereby affirms that the proxy set forth in this Section 6 1.4 is given in connection with and granted in consideration of and as an inducement to Dogwood KBL to issue and sell to Individual enter into the Shares Business Combination Agreement and that such proxy is given to secure the obligations of Individual the Stockholder under Section 11.1. Notwithstanding anything contained herein The proxy set forth in this Section 1.4 is executed and intended to the contrarybe irrevocable, this irrevocable proxy shall automatically terminate subject, however, to its automatic termination upon the Expiration Date. ​termination of this Agreement pursuant to Section 4.2.

Irrevocable Proxy. Subject Each Shareholder 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 Shareholder is the record holder and is entitled to vote at each meeting of the shareholders of the Company (including, without limitation, each written consent in lieu of a meeting) prior to the final sentence termination of this Section 6, by Agreement. Upon the execution of this Agreement Individual does by such Shareholder, such Shareholder hereby appoint ▇▇▇▇▇▇▇ revokes any and any all prior proxies or powers of its designees with full power of substitution and resubstitution, as Individual’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individual’s rights given by such Shareholder with respect to voting of the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual is unable to perform or otherwise does not perform its obligations under this Agreement, with respect to such Shares solely with respect to on the matters set forth referred to in Section 1 hereof. Individual intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assigns. Individual hereby agrees not to grant any subsequent proxies or powers of attorney or proxies with respect to any Shares or New Shares with respect to the voting of the Shares on the matters set forth referred to in Section 1 until after the Expiration Date. Individual Each Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Shareholder's execution and delivery of this Agreement and the Proxy. Each Shareholder hereby affirms that the proxy set forth in this Section 6 Proxy is given in connection with and granted in consideration the execution of and as an inducement to Dogwood to issue and sell to Individual the Shares Merger Agreement, and that such proxy Proxy is given to secure the obligations performance of Individual the duties of such Shareholder under Section 1this Agreement. Notwithstanding anything contained herein Except as otherwise provided for herein, each Shareholder hereby (i) affirms that the Proxy is coupled with an interest and may under no circumstances be revoked prior to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​, (ii) ratifies and confirms that the Proxies appointed hereunder may lawfully do or cause to be done 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

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement Individual Agreement, Stockholder does hereby appoint ▇▇▇▇▇▇▇ the Company and any of its designees with full power of substitution and resubstitution, as IndividualStockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of IndividualStockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign IndividualStockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares and New Shares solely with respect to the matters set forth in Section 1 hereof1. Individual Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual Stockholder and the obligations of Individual Stockholder shall be binding on IndividualStockholder’s heirs, personal representatives, successors, transferees and assigns. Individual hereby Stockholder h▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood the Credit Parties, the Agent and the Required Lenders to issue and sell to Individual enter into the Shares Fourth Amendment and that such proxy is given to secure the obligations of Individual Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement Individual Agreement, Stockholder does hereby appoint ▇▇▇▇▇▇▇ Parent and any of its designees with full power of substitution and resubstitution, as IndividualStockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of IndividualStockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign IndividualStockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual Stockholder and the obligations of Individual Stockholder shall be binding on IndividualStockholder’s heirs, personal representatives, successors, transferees and assigns. Individual hereby Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood the Company, Parent, First Merger Sub and Second Merger Sub to issue and sell to Individual enter into the Shares Merger Agreement and that such proxy is given to secure the obligations of Individual the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement Individual Agreement, each Stockholder does hereby appoint ▇▇▇▇▇▇▇ the Company and any of its designees with full power of substitution and resubstitution, as Individualsuch Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individualsuch Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Individualsuch Stockholder’s name (solely in its capacity as a stockholder) to any stockholder Stockholder consent, if Individual is unable such Stockholder fails to perform vote his, her or otherwise does not perform its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereofhereof by 5:00 p.m. (Eastern Time) on the day immediately preceding the meeting date (or date upon which written consents are requested to be submitted), provided the Stockholder has received information regarding the meeting or request for written consent at least five (5) Business Days before such shareholder meeting or any consent solicitation or other vote taken of the Company’s stockholders. Individual Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual such Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably 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, Frequency and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual such Stockholder and the obligations of Individual such Stockholder shall be binding on Individualsuch Stockholder’s heirs, personal representatives, successors, transferees and assigns. Individual Each Stockholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Each Shareholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Shareholder hereby represents that any such prior proxy is revocable), other than proxies granted solely with respect to the final sentence of Routine Matters (as defined below). By entering into this Section 6Agreement, by execution of this Agreement Individual does such Shareholder hereby appoint ▇▇▇▇▇▇▇ grants a proxy appointing Parent as such Shareholder’s attorney-in-fact and any of its designees proxy, with full power of substitution substitution, for and resubstitution, as Individualin such Shareholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individual’s rights name with respect to the Shares or New Subject Shares, effective as of the date hereof and continuing until the Expiration Date, to vote and exercise all voting and related rightsvote, including the right to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consentexpress consent or dissent, if Individual is unable to perform or otherwise does not perform its obligations under to utilize such voting power solely as contemplated by ‎Section 1.01 above. The proxy granted by such Shareholder pursuant to this Agreement, ‎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 Shareholder shall automatically be revoked upon the Expiration Date. Each Shareholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with respect to such Shares solely with respect to the matters set forth in Section 1 hereofthis ‎Section 1.02. Individual Each Shareholder intends this proxy to be irrevocable and unconditional during the term of this Agreement and coupled with an interest hereunder until and will take such further action or execute such other instruments as may be reasonably necessary to effect the Expiration Date, hereby revokes any proxy previously granted by Individual with respect to the Shares or New Shares and represents that none intent of such previously-granted proxies are irrevocablethis proxy. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assigns. Individual Each Shareholder hereby agrees not to grant any subsequent powers proxy during the term of attorney or proxies this Agreement with respect to any Shares or New Shares Subject Shares, except for the granting of proxies for the Company’s annual meeting with respect to the matters set forth election of directors, approval of the compensation of the Company’s named executive officers, and ratification of the appointment of the Company’s auditors, provided that such proxies do not affect and are not inconsistent with the voting obligations of the Shareholder under this Agreement (collectively, “Routine Matters”). Any attempt by such Shareholder to grant a proxy, vote, consent or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in Section 1 until after the Expiration Date. Individual hereby affirms that a manner inconsistent with the proxy set forth in granted pursuant to this Section 6 is given in connection with ‎Section 1.02 shall be null and granted in consideration of and as an inducement to Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​void ab initio.

Irrevocable Proxy. Subject The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the final sentence of this Section 6, by execution of this Agreement Individual does hereby appoint ▇▇▇▇▇▇▇ and any of its designees with full power of substitution and resubstitution, as Individual’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individual’s rights Stockholder has heretofore granted with respect to the Shares Subject Shares. The Stockholder hereby irrevocably appoints the Company, and any individual designated in writing by it, as attorney-in-fact and proxy for and on behalf of the Stockholder, for and in the name, place and stead of the Stockholder, to: (a) attend any and all meetings of the Nivalis Stockholders, (b) vote, express consent or New Shares, dissent or issue instructions to the record holder to vote the Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and exercise all voting meetings of the Nivalis Stockholders or in connection with any action sought to be taken by written consent of the Nivalis Stockholders without a meeting, in each case, solely to the extent that the Stockholder is the holder of record on any applicable record date, and related rights(c) grant or withhold, including or issue instructions to the right record holder to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consentgrant or withhold, if Individual is unable to perform or otherwise does not perform its obligations under this Agreementconsistent with the provisions of Section 1.1, with respect to such Shares solely all written consents with respect to the matters set forth Subject Shares at any and all meetings of the Nivalis Stockholders or in Section 1 hereof. Individual intends this proxy connection with any action sought to be irrevocable and taken by written consent without a meeting, in each case, solely to the extent that the Stockholder is the holder of record on any applicable record date. The Company agrees not to exercise the proxy granted herein for any purpose other than the purposes expressly described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest hereunder interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the Expiration Date, hereby revokes termination of the Merger Agreement and shall not be terminated by operation of law or upon the occurrence of any proxy previously granted by Individual with respect other event other than the termination of this Agreement pursuant to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocableSection 4.2. The irrevocably Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and power any substitution or revocation with the Secretary of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assignsNivalis. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual The Stockholder hereby affirms that the proxy set forth in this Section 6 1.4 is given in connection with and granted in consideration of and as an inducement to Dogwood the Company to issue and sell to Individual enter into the Shares Merger Agreement and that such proxy is given to secure the obligations of Individual the Stockholder under Section 11.1. Notwithstanding anything contained herein The proxy set forth in this Section 1.4 is executed and intended to the contrarybe irrevocable, this irrevocable proxy shall automatically terminate subject, however, to its automatic termination upon the Expiration Date. ​termination of this Agreement pursuant to Section 4.2.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement Individual Agreement, Stockholder does hereby appoint ▇▇▇▇▇▇▇ Parent and any of its designees with full power of substitution and resubstitutionre-substitution, as IndividualStockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of IndividualStockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign IndividualStockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual Stockholder and the obligations of Individual Stockholder shall be binding on IndividualStockholder’s heirs, personal representatives, successors, transferees and assigns. Individual hereby Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood the Company, Parent, First Merger Sub and Second Merger Sub to issue and sell to Individual enter into the Shares Merger Agreement and that such proxy is given to secure the obligations of Individual the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject Each Shareholder 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 Shareholder is the beneficial holder and is entitled to vote at each meeting of the shareholders of the Company (including, without limitation, each written consent in lieu of a meeting) prior to the final sentence termination of this Section 6, by Agreement. Upon the execution of this Agreement Individual does by such Shareholder, such Shareholder hereby appoint ▇▇▇▇▇▇▇ revokes any and any all prior proxies or powers of its designees with full power of substitution and resubstitution, as Individual’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individual’s rights given by such Shareholder with respect to voting of the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual is unable to perform or otherwise does not perform its obligations under this Agreement, with respect to such Shares solely with respect to on the matters set forth referred to in Section 1 hereof. Individual intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assigns. Individual hereby agrees not to grant any subsequent proxies or powers of attorney or proxies with respect to any Shares or New Shares with respect to the voting of the Shares on the matters set forth referred to in Section 1 until after the Expiration Date. Individual Each Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement and the Proxy. Each Shareholder hereby affirms that the proxy set forth in this Section 6 Proxy is given in connection with and granted in consideration of Parent entering into the Merger Agreement and as an inducement to Dogwood to issue incurring related fees and sell to Individual the Shares expenses, and that such proxy Proxy is given to secure the obligations performance of Individual the duties of such Shareholder under Section 1this Agreement. Except as otherwise provided for herein, each Shareholder hereby (i) affirms that the Proxy is coupled with an interest and may under no circumstances be revoked prior to the Expiration Date, and (ii) ratifies and confirms that the Proxies appointed hereunder may lawfully do or cause to be done by virtue hereof. The power of attorney granted by each Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Shareholder. Notwithstanding anything contained herein to any other provisions of this Agreement, the contrary, this irrevocable proxy Proxy granted hereunder shall automatically terminate upon the Expiration Date. ​termination of this Agreement.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by By execution of this Agreement Individual Agreement, the Holder does hereby appoint ▇▇▇▇▇▇▇ and any of its designees with full power of substitution and resubstitution, as Individualthe Holder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individualthe Holder’s rights with respect to the Shares or New Galera Shares, to vote and exercise all voting and related rights, including the right to sign Individualthe Holder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual is unable the Holder fails to vote his, her or its Galera Shares, or otherwise fails to perform or otherwise does not perform its comply with such Stockholder’s obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof1(a) hereof by 5:00 p.m. (Eastern Time) on the day immediately preceding the meeting date (or date upon which written consents are requested to be submitted), provided the Holder has received information regarding the meeting or request for written consent at least five (5) Business Days before such shareholder meeting or any consent solicitation or other vote taken of Galera’s stockholders. Individual The Holder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Termination Date, hereby revokes (or agrees to cause to be revoked) any proxy previously granted by Individual the Holder with respect to the Shares or New Shares ▇▇▇▇▇▇ ▇▇▇▇▇▇ and represents that none of such previously-granted proxies are irrevocable. The irrevocably Holder hereby affirms that the proxy set forth in this Section 9 is given in connection with, and granted in consideration of, and as an inducement to Obsidian, Galera, Parent, Obsidian Merger Sub and Galera Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Holder under Section 1. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual the Holder and the obligations of Individual the Holder shall be binding on Individualthe Holder’s heirs, personal representatives, successors, transferees and assigns. Individual The Holder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Galera Shares with respect to the matters set forth in Section 1 until after the Expiration Termination Date. Individual hereby affirms With respect to any Galera Shares that are owned beneficially by the Holder but are not held of record by the Holder (other than shares beneficially owned by the Holder that are held in the name of a bank, broker or nominee), the Holder shall take all action necessary to cause the record holder of such Galera Shares to grant the irrevocable proxy set forth and take all other actions provided for in this Section 6 is given in connection 9 with and granted in consideration of and as an inducement respect to Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1▇▇▇▇▇▇ ▇▇▇▇▇▇. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Termination Date. ​.

Irrevocable Proxy. Subject The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the final sentence of this Section 6, by execution of this Agreement Individual does hereby appoint ▇▇▇▇▇▇▇ and any of its designees with full power of substitution and resubstitution, as Individual’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individual’s rights Stockholder has heretofore granted with respect to the Shares Subject Shares. The Stockholder hereby irrevocably appoints the Company as attorney-in-fact and proxy for and on behalf of the Stockholder, for and in the name, place and stead of the Stockholder, to: (a) attend any and all meetings of the Parent Stockholders, (b) vote, express consent or New Shares, dissent or issue instructions to the record holder to vote the Subject Shares in accordance with the provisions of Section 1.1 at any and exercise all voting meetings of the Parent Stockholders or in connection with any action sought to be taken by written consent of the Parent Stockholders without a meeting and related rights(c) grant or withhold, including or issue instructions to the right record holder to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consentgrant or withhold, if Individual is unable to perform or otherwise does not perform its obligations under this Agreementconsistent with the provisions of Section 1.1, with respect to such Shares solely all written consents with respect to the matters set forth Subject Shares at any and all meetings of the Parent Stockholders or in Section 1 hereof. Individual intends this proxy connection with any action sought to be irrevocable and taken by written consent of the Parent Stockholders without a meeting. The Company agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest hereunder interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Stockholder, as applicable) until the Expiration Date, hereby revokes termination of this Agreement and shall not be terminated by operation of law or upon the occurrence of any proxy previously granted by Individual with respect other event other than the termination of this Agreement pursuant to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocableSection 4.2. The irrevocably Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and power any substitution or revocation with the Secretary of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assignsParent. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual The Stockholder hereby affirms that the proxy set forth in this Section 6 1.3 is given in connection with and granted in consideration of and as an inducement to Dogwood the Company to issue and sell to Individual enter into the Shares Merger Agreement and that such proxy is given to secure the obligations of Individual the Stockholder under Section 11.1. Notwithstanding anything contained herein The proxy set forth in this Section 1.3 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the contrarytermination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder (other than shares beneficially owned by the Stockholder that are held in the name of a bank, this broker or nominee), the Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy shall automatically terminate upon the Expiration Date. ​and take all other actions provided for in this Section 1.3 with respect to such Subject Shares.

Irrevocable Proxy. Subject In order to the final sentence of this Section 6, by execution of this Agreement Individual does hereby appoint ▇▇▇▇▇▇▇ and any of its designees with full power of substitution and resubstitution, as Individualsecure Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individual’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual is unable to perform or otherwise does not perform its obligations under this Agreement, Stockholder hereby appoints Parent (the “Proxy”) as its true and lawful proxy and attorney-in-fact, with full power of substitution, to (a) vote the Subject Shares for the matters expressly provided for in this Agreement and (b) execute and deliver all written consents, conveyances and other instruments or documents appropriate or necessary to effect the matters expressly provided for in this Agreement. The Proxy may exercise the irrevocable proxy granted to it hereunder at any time Stockholder fails to comply with the provisions of this Agreement. The proxies and powers granted by Stockholder pursuant to this Agreement are coupled with an interest and are given to secure the performance of Stockholder’s obligations. Such proxies and powers shall be irrevocable and shall survive death, incompetency, disability or bankruptcy of Stockholder. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Upon the execution of this Agreement, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to such voting of the Subject Shares solely on the matters referred to in Section 3 and Stockholder agrees to not grant any subsequent proxies or enter into any agreement or understanding with any Person to vote or give voting instructions with respect to the matters set forth Subject Shares in Section 1 hereof. Individual intends any manner inconsistent with the terms of this irrevocable proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assigns. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Stockholder’s execution and delivery of this Agreement and Stockholder’s granting of the proxy contained in this Section 4. Stockholder hereby affirms that the proxy set forth granted in this Section 6 4 is given in connection with and granted in consideration the execution of and as an inducement to Dogwood to issue and sell to Individual the Shares Merger Agreement, and that such proxy is given to secure the obligations performance of Individual the duties of Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​Agreement.

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement Individual Agreement, Stockholder does hereby appoint ▇▇▇▇▇▇▇ the Company and any of its designees with full power of substitution and resubstitution, as IndividualStockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of IndividualStockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign IndividualStockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual Stockholder is unable to perform or otherwise does not perform his, her, or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby and1hereby revokes any proxy previously granted by Individual Stockholder with respect to the Shares or New Shares and represents that none of such previously-previously granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual Stockholder and the obligations of Individual Stockholder shall be binding on IndividualStockholder’s heirs, personal representatives, successors, transferees transferees, and assigns. Individual hereby Stockholder h▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement Individual does hereby appoint ▇▇▇▇▇▇▇ and any of its designees with full power of substitution and resubstitution, as Individual’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individual’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual is unable to perform or otherwise does not perform its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assigns. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood to ​ ​ issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement Individual Agreement, Stockholder does hereby appoint ▇▇▇▇▇▇▇ Purchaser and any of its designees with full power of substitution and resubstitution, as IndividualStockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of IndividualStockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign IndividualStockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual Stockholder and the obligations of Individual Stockholder shall be binding on IndividualStockholder’s heirs, personal representatives, successors, transferees and assigns. Individual hereby Stockholder h▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood Sellers and Purchaser to issue and sell to Individual enter into the Shares Exchange Agreement and that such proxy is given to secure the obligations of Individual the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement Individual Agreement, each Stockholder does hereby appoint ▇▇▇▇▇▇▇ the Company and any of its designees with full power of substitution and resubstitution, as Individualsuch Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individualsuch Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Individualsuch Stockholder’s name (solely in its capacity as a stockholder) to any stockholder Stockholder consent, if Individual is unable such Stockholder fails to perform vote his, her or otherwise does not perform its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereofhereof by 5:00 p.m. (Eastern Time) on the day immediately preceding the meeting date (or date upon which written consents are requested to be submitted), provided the Stockholder has received information regarding the meeting or request for written consent at least five (5) Business Days before such shareholder meeting or any consent solicitation or other vote taken of the Company’s stockholders . Individual Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual such Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably 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, Frequency and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual such Stockholder and the obligations of Individual such Stockholder shall be binding on Individualsuch Stockholder’s heirs, personal representatives, successors, transferees and assigns. Individual Each Stockholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject to the final last sentence of this Section 67, by execution of this Agreement Individual Agreement, Shareholder does hereby appoint ▇▇▇▇▇▇▇ Company and any of its designees with full power of substitution and resubstitution, as IndividualShareholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of IndividualShareholder’s rights with respect to the Shares or and New Shares, to vote and exercise all voting and related rights, including the right to sign IndividualShareholder’s name (solely in its capacity as a stockholdershareholder) to any stockholder shareholder consent, if Individual Shareholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares and New Shares solely with respect to the matters set forth in Section 1 hereof. Individual intends Shareholder intend this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual any Shareholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual Shareholder and the obligations of Individual Shareholder shall be binding on IndividualShareholder’s heirs, personal representatives, successors, transferees and assigns. Individual hereby Shareholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject (a) Each Family Member hereby irrevocably constitutes and appoints ODC as its exclusive attorney-in-fact and proxy (the "Proxy") to the final sentence of this Section 6vote, by execution of this Agreement Individual does hereby appoint ▇▇▇▇▇▇▇ or to execute and deliver written consents or otherwise act on their behalf, in any of its designees with full power of substitution event in ODC's sole and resubstitution, as Individual’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individual’s rights absolute discretion with respect to all Proxy Shares held by such Family Member, as if such Family Member had personally attended such a meeting and had personally voted the Proxy Shares or New Shareshad personally signed such written consent or written consents, to vote and exercise all voting and related rightsincluding, including the right to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual is unable to perform or otherwise does not perform its obligations under this Agreementwithout limitation, with respect to all matters for which the Proxy Shares held by such Family Member are granted voting rights pursuant to the provisions of the Delaware General Corporation Law. No Family Member shall have any right to vote, or give any consents or exercise any other voting rights with respect to, the Proxy Shares solely held by such Family Member for so long as this Voting Agreement shall remain in effect with respect to such Proxy Shares. (b) ODC is hereby authorized to attend, and vote the matters set forth Proxy Shares in Section 1 hereof. Individual intends this proxy a Proxy vote at, any and all meetings of the stockholders of the Company, and any adjournments thereof, and to execute any and all written consents of stockholders of the Company to be irrevocable executed on or after this date for the purpose of a vote at which the Proxy Shares are entitled to vote. (c) Each Family Member hereby affirms that this Proxy is given as a condition of said Voting Agreement and as such is coupled with an interest hereunder until and is irrevocable. (d) Attendance by a Family Member at any meeting of the Expiration Datestockholders of the Company at which there will be a Proxy vote, hereby revokes or the provision of any proxy previously granted by Individual notice with respect to or attempt to vote any Proxy Shares subject to this Voting Agreement, shall not constitute revocation of the Proxy granted hereby. (e) Each Family Member shall cooperate with ODC to enable ODC to vote the Proxy Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assigns. Individual hereby agrees not to grant any subsequent powers of attorney or proxies give written consents with respect thereto in a Proxy vote and shall execute all such documentation and take all such action as such ODC may reasonably request, in order to any Shares or New Shares with respect to carry out the matters set forth in Section 1 until after the Expiration Date. Individual hereby affirms that the proxy set forth in intention of this Section 6 is given in connection with and granted in consideration of and as an inducement to Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​Voting Agreement.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject to the final sentence of this Section 6Shares. Each Stockholder hereby irrevocably appoints Buyer, by execution of this Agreement Individual does hereby appoint ▇▇▇▇▇▇▇ and any of its designees individual designated in writing by Buyer, as attorney-in-fact (with full power of substitution substitution) and resubstitutionproxy for and on behalf of such Stockholder, as Individual’s true for and lawful attorney in the name, place and irrevocable proxystead of such Stockholder, to: (a) attend any and all Seller Stockholder Meetings, (b) vote, express consent or dissent or issue instructions to the fullest extent record holder to vote such Stockholder’s Subject Shares in accordance with the provisions of Individual’s rights Section 1.1 at any and all Seller Stockholder Meetings or in connection with any action sought to be taken by written consent of the stockholders of Seller without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all Seller Stockholder Meetings or New Shares, in connection with any action sought to vote and be taken by written consent without a meeting. Buyer agrees not to exercise all voting and related rights, including the right to sign Individual’s name (solely proxy granted herein for any purpose other than the purposes described in its capacity as a stockholder) to any stockholder consent, if Individual is unable to perform or otherwise does not perform its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual intends this The foregoing proxy shall be deemed to be irrevocable and a proxy coupled with an interest hereunder interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the Expiration Datetermination of the Purchase Agreement and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2. Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, hereby revokes to revoke any proxy previously granted by Individual with respect substitution and to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably file this proxy and power any substitution or revocation with the secretary of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assignsSeller. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual Each Stockholder hereby affirms that the proxy set forth in this Section 6 1.4 is given in connection with and granted in consideration of and as an inducement to Dogwood Buyer to issue and sell to Individual enter into the Shares Purchase Agreement and that such proxy is given to secure the obligations of Individual the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​1.1.

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement Individual Agreement, Seller Stockholder does hereby appoint ▇▇▇▇▇▇▇ and any of its designees NewCo with full power of substitution and resubstitution, as IndividualSeller Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individualthe undersigned’s rights with respect to the Shares or and New Shares, if any, to vote each of such Shares and exercise all voting and related rights, including the right to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consentNew Shares, if Individual is unable to perform or otherwise does not perform its obligations under this Agreementany, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual NewCo may exercise the irrevocable proxy granted to it hereunder at any time only if Seller Stockholder fails to comply with or breaches any of the provisions of this Agreement. Seller Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, Date and hereby revokes any proxy previously granted by Individual Seller Stockholder with respect to the Shares, and New Shares, if any. This irrevocable proxy shall survive death, disability, incompetency or bankruptcy of Seller Stockholder. Seller Stockholder affirms that the irrevocable proxy is given in connection with, and in consideration of, the execution of the Merger Agreement and that such irrevocable proxy is given to NewCo by Seller Stockholder to secure the performance of the duties of the Seller Stockholder under this Agreement. Seller Stockholder agrees not to grant any subsequent proxies to or enter into any agreement with any person to vote or give voting instructions with respect to the Shares or New Shares and represents that none in any manner inconsistent with the terms of such previously-granted proxies are irrevocable. The irrevocably this irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assigns. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration DateDate of this Agreement. ​Seller Stockholder hereby revokes any proxies or powers of attorney previously granted with respect to the Shares and New Shares and represents that none of such previously-granted proxies or powers of attorney is irrevocable.

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement Individual Agreement, Stockholder does hereby appoint ▇▇▇▇▇▇▇ the Proxy and any of its his designees with full power of substitution and resubstitution, as IndividualStockholder’s true and lawful attorney and irrevocable and unconditional proxy, to the fullest extent of IndividualStockholder’s rights (including, for the avoidance of doubt, voting rights) with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign IndividualStockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof, and the Proxy hereby accepts the obligations to vote and exercise all voting and related rights with respect to the Shares in accordance with Section 1 hereof. Individual Stockholder intends this proxy to be irrevocable and unconditional, and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. 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 irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual Stockholder and the obligations of Individual Stockholder shall be binding on IndividualStockholder’s heirs, personal representatives, successors, transferees and assigns. Individual hereby Stockholder h▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement Individual Agreement, Stockholder does hereby appoint ▇▇▇▇▇▇▇ the Company and any of its designees with full power of substitution and resubstitution, as IndividualStockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of IndividualStockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign IndividualStockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, Agreement with respect to such Shares Shares, solely with respect to the matters set forth in Section 1 hereof. Individual Stockholder intends for this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual Stockholder with respect to the Shares or New Shares and represents that none of any such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual Stockholder and the ​ obligations of Individual Stockholder shall be binding on IndividualStockholder’s heirs, personal representatives, successors, transferees and assigns. Individual Stockholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the final sentence of this Section 6, by execution of this Agreement Individual does hereby appoint ▇▇▇▇▇▇▇ and any of its designees with full power of substitution and resubstitution, as Individual’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individual’s rights Stockholder has heretofore granted with respect to the Shares Subject Shares. The Stockholder hereby irrevocably appoints Sellas as attorney-in-fact and proxy for and on behalf of the Stockholder, for and in the name, place and stead of the Stockholder, to: (a) attend any and all meetings of Galena Stockholders, (b) vote, express consent or New Shares, dissent or issue instructions to the record holder to vote the Subject Shares in accordance with the provisions of Section 1.1 at any and exercise all voting meetings of Galena Stockholders and related rights(c) grant or withhold, including or issue instructions to the right record holder to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consentgrant or withhold, if Individual is unable to perform or otherwise does not perform its obligations under this Agreementconsistent with the provisions of Section 1.1, with respect to such Shares solely all written consents with respect to the matters set forth Subject Shares at any and all meetings of Galena Stockholders. Sellas agrees not to exercise the proxy granted herein for any purpose other than the purposes described in Section 1 hereofthis Agreement. Individual intends this The foregoing proxy shall be deemed to be irrevocable and a proxy coupled with an interest hereunder interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Stockholder, as applicable) until the Expiration Date, hereby revokes termination of the Plan of Merger and shall not be terminated by operation of law or upon the occurrence of any proxy previously granted by Individual with respect other event other than the termination of this Agreement pursuant to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocableSection 4.2. The irrevocably Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and power any substitution or revocation with the Secretary of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assignsGalena. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual The Stockholder hereby affirms that the proxy set forth in this Section 6 1.5 is given in connection with and granted in consideration of and as an inducement to Dogwood Sellas, Holdings I, Holdings II and Merger Sub to issue and sell to Individual enter into the Shares Plan of Merger and that such proxy is given to secure the obligations of Individual the Stockholder under Section 11.1. Notwithstanding anything contained herein The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the contrarytermination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder (other than shares beneficially owned by the Stockholder that are held in the name of a bank, this broker or nominee), the Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy shall automatically terminate upon the Expiration Date. ​and take all other actions provided for in this Section 1.5 with respect to such Subject Shares.

Irrevocable Proxy. Subject (i) The Stockholder hereby irrevocably grants to the final sentence of this Section 6and appoints, by execution of this Agreement Individual does and hereby appoint ▇▇▇▇▇▇▇ authorizes and empowers, Company, and any individual designated in writing by it, and each of its designees them individually, as the Stockholder’s sole and exclusive proxy and attorney-in-fact (with full power of substitution and resubstitution), as Individualfor and in the Stockholder’s true name, place and lawful attorney and irrevocable proxy, to the fullest extent of Individual’s rights with respect to the Shares or New Sharesstead, to vote and exercise all voting and related rightsrights (to the fullest extent that the Stockholder is entitled to do so) with respect to its Shares at any meeting of the stockholders of the Company called, including the right to sign Individual’s name (solely and in its capacity as a stockholder) to any stockholder consent, if Individual is unable to perform or otherwise does not perform its obligations under this Agreementevery written consent in lieu of such meeting, with respect to such Shares solely with respect to any of the matters set forth specified in, and in accordance and consistent with, this Section 1 hereof1. Individual intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual with respect to The Stockholder may vote the Shares or New Shares on all other matters not contemplated by this Section 1; (ii) The Stockholder understands and represents acknowledges that none the Investors and the Company are entering into the Subscription Agreements and engaging in the Offering in reliance upon the Stockholder’s execution and delivery of such previously-granted proxies are irrevocablethis Agreement. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assigns. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 is given in connection with and granted in consideration of and as 1(b) constitutes an inducement for the Investors and the Company to Dogwood enter into the Subscription Agreements. Except as otherwise provided for herein, the Stockholder hereby (i) affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, (ii) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause to issue be done by virtue hereof; and sell to Individual the Shares and (iii) affirms that such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law. Upon the execution of this Agreement by the Stockholder, the Stockholder hereby revokes any and all prior proxies or powers of attorney given by the Stockholder with respect to secure the obligations Shares. The Stockholder acknowledges and agrees that no subsequent proxies with respect to such Shares shall be given, and if given, shall not be effective. All authority conferred herein shall be binding upon and enforceable against any successors or assigns of Individual under Section 1the Stockholder and any transferees of the Shares. Notwithstanding anything contained herein to any other provisions of this Agreement, the contrary, this irrevocable proxy granted hereunder shall automatically terminate upon the Expiration Date. ​Date (as defined in Section 4).

Irrevocable Proxy. Subject to the final sentence of this Section 6Article VII, by execution of this Agreement Individual Agreement, such Stockholder does hereby appoint ▇▇▇▇▇▇▇ the Company and any of its designees with full power of substitution and resubstitution, as IndividualStockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of IndividualStockholder’s rights with respect to the Shares or New Covered Shares, to vote and exercise all voting and related rights, including the right to sign Individualsuch Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Covered Shares solely with respect to the matters set forth in Section 1 hereof3.01. Individual Such Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Termination Date, hereby revokes any proxy previously granted by Individual Stockholder with respect to the Shares or New Covered Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual Stockholder and the obligations of Individual Stockholder shall be binding on IndividualStockholder’s heirs, personal representatives, successors, transferees and assigns. Individual hereby Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Covered Shares with respect to the matters set forth in Section 1 3.01 until after the Expiration Termination Date. Individual Such Stockholder hereby affirms that the proxy set forth in this Section 6 Article VII is given in connection with and granted in consideration of and as an inducement to Dogwood the Company, PubCo and Merger Sub to issue and sell to Individual enter into the Shares Merger Agreement and that such proxy is given to secure the obligations of Individual Stockholder under Section 13.01. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Termination Date. ​.

Irrevocable Proxy. Subject The Participant represents that from time to time it may be a Beneficial Owner (as that term is defined in Rule 16a-1(a)(2) under the Exchange Act) of Shares. To the extent that it is a Beneficial Owner of Shares, the Participant agrees to irrevocably appoint Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially or legally owned Shares of a Fund which the Participant has not rehypothecated and which the Participant is or may be entitled to vote at any meeting of shareholders of the Fund held after the date this Agreement is executed whether annual or special and whether or not an adjourned meeting, or, if applicable, to give written consent with respect thereto. For purposes of this paragraph, beneficially owned Shares shall not include those shares for which the Participant is the record owner but not the beneficial owner (the “Managed Account Shares”). The Distributor shall mirror vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion as the votes (or abstentions) of all other shareholders of the Fund on any matter, question or resolution submitted to the final sentence vote of shareholders of the Fund. The Distributor, as attorney and proxy for Participant under this Section 61(f), by execution of this Agreement Individual does (i) is hereby appoint ▇▇▇▇▇▇▇ and any of its designees with given full power of substitution and resubstitutionrevocation; (ii) may act through such agents, nominees, or substitute attorneys as Individual’s true it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys in any lawful attorney manner deemed appropriate by it, including in writing, by telephone, facsimile, electronically (including through the Internet) or otherwise. The Distributor shall serve as an irrevocable agent and proxy for the Participant under this Section for so long (and only so long) as this Agreement remains in effect. In the event applicable law prevents the assignment of the irrevocable proxy, or deems such proxy to expire due to the fullest extent passage of Individual’s rights with respect time, the Participant hereby agrees to execute and deliver such additional documentation as may be necessary to cause the Distributor to serve as its agent and proxy for the purposes discussed in this Agreement. The Distributor shall promptly notify the Participant if the Distributor ceases to act as Distributor to any Fund or the Trust, as applicable, and this irrevocable proxy shall automatically terminate. The Distributor may terminate this irrevocable proxy within sixty (60) days written notice to the Shares or New Shares, Participant and termination of this irrevocable proxy by itself shall not serve to vote and exercise all voting and related rights, including the right to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual is unable to perform or otherwise does not perform its obligations under terminate this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assigns. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual hereby affirms that the and proxy as set forth in this Section 6 is given in connection with 1(f) shall include (without limiting the general powers hereunder) the power to receive and granted in consideration waive any notice of and as an inducement to Dogwood to issue and sell to Individual any meeting on behalf of the Shares and that such proxy is given to secure the obligations of Individual under Section 1undersigned. Notwithstanding anything contained herein to the contrary, this This irrevocable proxy shall automatically terminate terminates upon termination of the Expiration Date. ​Agreement.

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement Individual Agreement, Stockholder does hereby appoint ▇▇▇▇▇▇▇ the Company and any of its designees with full power of substitution and resubstitution, as IndividualStockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of IndividualStockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign IndividualStockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual Stockholder is unable to perform or otherwise does not perform his, her, or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, and hereby revokes any proxy previously granted by Individual Stockholder with respect to the Shares or New Shares and represents that none of such previously-previously granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual Stockholder and the obligations of Individual Stockholder shall be binding on IndividualStockholder’s heirs, personal representatives, successors, transferees transferees, and assigns. Individual hereby Stockholder h▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by By execution of this Agreement Individual Agreement, the Stockholder does hereby appoint ▇▇▇▇▇▇▇ each of Parent, the Company and any of its their respective designees with full power powers of substitution and resubstitution, as Individualthe Stockholder’s true and lawful attorney attorney-in-fact and irrevocable proxy, to the fullest extent of Individualthe Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rightsrights at any meeting called or with respect to any consent required, in each case, with respect to the matters set forth in Section 3 hereof, including the right to sign Individualthe Stockholder’s name (solely in its capacity as a stockholderStockholder) to any stockholder consent, if Individual the Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual the Stockholder and the obligations of Individual the Stockholder shall be binding on Individualthe Stockholder’s heirs, personal representatives, successors, transferees and assigns. Individual The Stockholder hereby revokes (or agrees not to grant cause to be revoked) any subsequent powers of attorney or proxies that the Stockholder has heretofore granted with respect to its Shares and represents that none of such previously-granted proxies is irrevocable. Parent and the Company agree not to exercise the proxy granted herein for any Shares or New Shares with respect to purpose other than the matters set forth purposes described in Section 1 until after the Expiration Datethis Agreement. Individual The Stockholder hereby affirms that the irrevocable proxy set forth contemplated in this Section 6 4 is given in connection coupled with and granted in consideration of and as an inducement to Dogwood to issue and sell to Individual the Shares and that such proxy interest, is given to secure the obligations of Individual the Stockholder in Section 3 and may under no circumstances be revoked and that such irrevocable proxy is executed and intended to be irrevocable. With respect to any Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder, the Stockholder shall take all actions necessary to cause the record holder of such Shares to grant the irrevocable proxy and take all other actions provided for in this Section 14 with respect to such Shares. Notwithstanding anything contained herein to any other provisions of this Agreement, the contrary, this irrevocable proxy granted hereunder shall automatically terminate upon on the Expiration Date. ​.

Irrevocable Proxy. Subject to (a) Solely for the final sentence purpose of facilitating the enforcement of each Principal Shareholder's obligations under Section 3(d) of this Section 6Agreement, by execution of this Agreement Individual does each Principal Shareholder hereby appoint irrevocably grants to, and appoints, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and any of its designees other individual who shall hereafter be designated by Acquisition Corp., such Principal Shareholder's proxy and attorney-in-fact (with full power of substitution substitution), for and resubstitutionin the name, as Individual’s true place and lawful attorney and irrevocable proxy, to the fullest extent stead of Individual’s rights with respect to the Shares or New Sharessuch Principal Shareholder, to vote all of the Principal Shareholder Shares of such Principal Shareholder, or grant a consent or approval in respect of such Principal Shareholder Shares, at any meeting of shareholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought in favor of the approval and exercise adoption of the Acquisition Agreement and the Transactions or against any Acquisition Proposal (including, without limitation, any Superior Proposal) and any Frustrating Transaction. (b) Each Principal Shareholder represents that, except for the proxies pursuant to the Sun Support Agreement, none of the proxies (if any) heretofore given in respect of any of the Principal Shareholder Shares of such Principal Shareholder are irrevocable, and each such Principal Shareholder agrees that all voting and related rights, such proxies (including the right to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual is unable to perform or otherwise does not perform its obligations under this Agreement, with respect to such Shares solely with respect proxies pursuant to the matters set forth in Section 1 hereof. Individual intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, Sun Support Agreement) are hereby revokes any proxy previously granted by Individual with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assigns. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual revoked. (c) Each Principal Shareholder hereby affirms that the proxy set forth granted by such Principal Shareholder in this Section 6 5 is given coupled with an interest and is irrevocable until the earlier of (i) such time as this Agreement terminates in accordance with its terms and (ii) consummation of the Merger in accordance with the terms of the Acquisition Agreement. Each Principal Shareholder hereby further affirms that the proxy granted by such Principal Shareholder in this Section 5 is granted in connection with and granted in consideration the execution of and as an inducement to Dogwood to issue and sell to Individual the Shares and that such proxy Acquisition Agreement, is given to secure the obligations performance of Individual the duties of such Principal Shareholder under Section 1. Notwithstanding anything contained herein to the contrarythis Agreement, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​and therefore is coupled with an interest.

Irrevocable Proxy. Subject to the final last sentence of this Section 6‎6, by execution of this Agreement Individual Agreement, Shareholder does hereby appoint ▇▇▇▇▇▇▇ Newegg and any of its designees with full power of substitution and resubstitution, as IndividualShareholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of IndividualShareholder’s rights with respect to the Shares or and New Shares, to vote and exercise all voting and related rights, including the right to sign IndividualShareholder’s name (solely in its capacity as a stockholdershareholder) to any stockholder shareholder consent, if Individual Shareholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares and New Shares solely with respect to the matters set forth in Section 1 ‎1 hereof. Individual Shareholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual Shareholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual Shareholder and the obligations of Individual Shareholder shall be binding on IndividualShareholder’s heirs, personal representatives, successors, transferees and assigns. Individual Shareholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 ‎1 until after the Expiration Date. Individual 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 Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject Each Stockholder hereby irrevocably (to the final sentence of this Section 6fullest extent permitted by law) appoints Parent, by execution of this Agreement Individual does hereby appoint ▇▇▇▇▇▇▇ and any designee of its designees Parent, and each of them individually, as the sole and exclusive attorneys-in-fact and proxies of such Stockholder with full power of substitution and resubstitution, as Individual’s true at any time after the date hereof and lawful attorney and irrevocable proxy, prior to the fullest extent of Individual’s rights with respect to the Shares or New Shares, Expiration Date to vote and exercise all voting and related rightsrights with respect to, including and to grant a consent or approval in respect of (in each case, to the right full extent that such Stockholder is entitled to sign Individual’s name do so), all of the Shares (solely including, without limitation, the power to execute and deliver written consents), at every annual, special, adjourned or postponed meeting of stockholders of the Company and in its capacity as a stockholder) to every written consent in lieu of such meeting in accordance with Section 4 hereof. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Upon the execution of this Agreement by each Stockholder, such Stockholder hereby revokes any stockholder consent, if Individual is unable to perform and all prior proxies or otherwise does not perform its obligations under this Agreement, powers of attorney given by such Stockholder with respect to such voting of the Shares solely with respect to on the matters set forth referred to in Section 1 hereof. Individual intends this proxy to be irrevocable 4 and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assigns. Individual hereby agrees not to grant any subsequent proxies or powers of attorney or proxies with respect to any Shares or New Shares with respect to the voting of the Shares on the matters set forth referred to in Section 1 4 until after the Expiration Date. Individual Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholders execution and delivery of this Agreement and the Stockholders’ granting of the proxies contained in this Section 5. Each Stockholder hereby affirms that the proxy set forth granted in this Section 6 5 is given in connection with and granted in consideration the execution of and as an inducement to Dogwood to issue and sell to Individual the Shares Merger Agreement, and that such proxy is given to secure the obligations performance of Individual the duties of such Stockholder under Section 1this Agreement. Notwithstanding anything Each Stockholder agrees to execute any further agreement or form reasonably necessary to confirm and effectuate the grant of the proxy contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​herein.

Irrevocable Proxy. Subject to the final sentence of this Section 67, by execution of this Agreement Individual Agreement, Stockholder does hereby appoint ▇▇▇▇▇▇▇ Parent and any of its designees with full power of substitution and resubstitution, as IndividualStockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of IndividualStockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign IndividualStockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 2 hereof. Individual Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual Stockholder and the obligations of Individual Stockholder shall be binding on IndividualStockholder’s heirs, personal representatives, successors, transferees and assigns. Individual hereby Stockholder h▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 2 until after the Expiration Date. Individual The Stockholder hereby affirms that the proxy set forth in this Section 6 7 is given in connection with and granted in consideration of and as an inducement to Dogwood the Company, Parent, First Merger Sub and Second Merger Sub to issue and sell to Individual enter into the Shares Merger Agreement and that such proxy is given to secure the obligations of Individual the Stockholder under Section 12. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by By execution of this Agreement Individual Agreement, the Stockholder does hereby appoint ▇▇▇▇▇▇▇ each of Parent, the Company and any of its their respective designees with full power powers of substitution and resubstitution, as Individualthe Stockholder’s true and lawful attorney attorney-in-fact and irrevocable proxy, to the fullest extent of Individualthe Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rightsrights at any meeting called or with respect to any consent required, in each case, with respect to the matters set forth in Section 3 hereof, including the right to sign Individualthe Stockholder’s name (solely in its capacity as a stockholderStockholder) to any stockholder consent, if Individual the Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual the Stockholder and the obligations of Individual the Stockholder shall be binding on Individualthe Stockholder’s heirs, personal representatives, successors, transferees and assigns. Individual The Stockholder hereby revokes (or agrees not to grant cause to be revoked) any subsequent powers of attorney or proxies that the Stockholder has heretofore granted with respect to its Shares and represents that none of such previously-granted proxies is irrevocable. Parent and the Company agree not to exercise the proxy granted herein for any Shares or New Shares with respect to purpose other than the matters set forth purposes described in Section 1 until after the Expiration Datethis Agreement. Individual The Stockholder hereby affirms that the irrevocable proxy set forth contemplated in this Section 6 4 is given in connection coupled with and granted in consideration of and as an inducement to Dogwood to issue and sell to Individual the Shares and that such proxy interest, is given to secure the obligations of Individual the Stockholder in Section 3 and may under no circumstances be revoked and that such irrevocable proxy is executed and intended to be irrevocable. With respect to any Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder, the Stockholder shall take all actions necessary to cause the record holder of such Shares to grant the irrevocable proxy and take all other actions provided for in this Section 14 with respect to such Shares. Notwithstanding anything contained herein to any other provisions of this Agreement, the contrary, this irrevocable proxy granted hereunder shall automatically terminate upon on the Expiration Date. ​Notwithstanding the foregoing, nothing herein shall prevent the Stockholder from granting a proxy to Parent or its designees in connection with Parent’s annual meeting to be held on June 11, 2026.

Irrevocable Proxy. Subject In the event and to the final sentence extent that the Stockholder fails to vote such Stockholder’s Company Stock in accordance with Section 1 at any applicable meeting of this Section 6the stockholders of the Company or pursuant to any applicable written consent of the stockholders of the Company, by execution then such Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of this Agreement Individual does hereby appoint ▇▇▇▇▇▇▇ such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any of its designees with full power of substitution and resubstitutionall Company Stockholder Meetings; (b) vote, as Individual’s true and lawful attorney and irrevocable proxy, express consent or dissent or issue instructions to the fullest extent record holder to vote such Stockholder’s Company Stock in accordance with the provisions of Individual’s rights Section 1 at any such meeting; and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1, all written consents with respect to the Shares or New SharesCompany Stock. Notwithstanding the foregoing, in the event of a Recommendation Withdrawal, such Stockholder shall only be deemed to vote and exercise all voting and related rights, including the right to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual is unable to perform or otherwise does not perform its obligations under this Agreement, with respect to such Shares solely with respect have granted proxies to the matters set forth in Section 1 hereofextent of such Stockholder’s Recommendation Withdrawal Percentage of such Stockholder’s Company Stock. Individual intends this The foregoing proxy shall be deemed to be irrevocable and a proxy coupled with an interest hereunder until interest, is irrevocable (and as such shall survive and not be affected by the Expiration Datedeath, hereby revokes any proxy previously granted by Individual with respect to the Shares incapacity, mental illness or New Shares and represents that none insanity of such previously-granted proxies are irrevocableStockholder) and shall not be terminated by operation of any legal requirement or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4(j). The irrevocably foregoing proxy shall terminate upon termination of this Agreement pursuant to Section 4(j). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and power any substitution or revocation with the Secretary of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assignsCompany. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 2 is given in connection with and granted in consideration of and as an inducement to Dogwood to issue and sell to Individual Parent entering into the Shares Merger Agreement and that such irrevocable proxy is given to secure the obligations of Individual the Stockholder under Section 11 hereof. Notwithstanding anything contained herein to Parent covenants and agrees with each Stockholder that Parent will exercise the contrary, this irrevocable foregoing proxy shall automatically terminate upon consistent with the Expiration Date. ​provisions of Section 1 hereof.

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement Individual Agreement, each Stockholder does hereby appoint ▇▇▇▇▇▇▇ the Company and any of its designees with full power of substitution and resubstitution, as Individualsuch Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individualsuch Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Individualsuch Stockholder’s name (solely in its capacity as a stockholder) to any stockholder Stockholder consent, if Individual is unable such Stockholder fails to perform vote his, her or otherwise does not perform its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof[(b)]1 hereof by 5:00 p.m. (Eastern Time) on the day immediately preceding the meeting date (or date upon which written consents are requested to be submitted), provided the Stockholder has received information regarding the meeting or request for written consent at least five (5) Business Days before such shareholder meeting or any consent solicitation or other vote taken of the Company’s stockholders. Individual Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual such Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably 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 incapacity of Individual such Stockholder and the obligations of Individual such Stockholder shall be binding on Individualsuch Stockholder’s heirs, personal representatives, successors, transferees and assigns. Individual Each Stockholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual hereby affirms With respect to any Shares that are owned beneficially by Stockholder but are not held of record by Stockholder (other than shares beneficially owned by Stockholder that are held in the name of a bank, broker or nominee), Stockholder shall take all action necessary to cause the record holder of such Shares to grant the irrevocable proxy set forth and take all other actions provided for in this Section 6 is given in connection with and granted in consideration of and as an inducement respect to Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject Concurrently with the execution and delivery of this Agreement, Stockholder shall deliver to Parent a duly executed irrevocable proxy in the form attached hereto as Exhibit A (the “Proxy”) with respect to (i) each and every meeting of stockholders of Parent or action or approval by written resolution or consent of stockholders of Parent from and after the Effective Time and through the date that is the thirty (30)-month anniversary of the Closing Date (the “Proxy Expiration Date”) covering the total number of Parent Shares in respect of which Stockholder is entitled to vote at any such meeting or in connection with any such written consent and (ii) each and every meeting of Company Stockholders or action or approval by written resolution or consent of Company Stockholders from and after the date hereof and prior to the final sentence earlier of (A) the Effective Time or (B) termination of the Merger Agreement covering the total number of Company Shares in respect of which Stockholder is entitled to vote at any such meeting or in connection with any such written consent related to the subject matter of Section 2 hereof. Notwithstanding anything to the contrary in this Agreement, such Proxy shall not apply to any proposal submitted to a vote of the Company Stockholders to approve any payment which would, in the absence of such approval, constitute a parachute payment under Section 6280G of the Code, by and Stockholder shall continue to have full power and authority to vote the Company Shares in Stockholder’s sole discretion for or against any such proposal. Upon the execution of this Agreement Individual does by Stockholder, Stockholder hereby appoint ▇▇▇▇▇▇▇ revokes any and all prior proxies (other than the Proxy) given by Stockholder and shall not grant any of its designees with full power of substitution and resubstitution, subsequent proxies until after the Proxy Expiration Date. The parties hereby acknowledge that nothing in this Stockholders’ Agreement or the Proxy shall effect the Company’s existing drag along rights as Individual’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individual’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual is unable to perform or otherwise does not perform its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual intends this proxy to be irrevocable and coupled with an interest hereunder until 4 of the Expiration Date, hereby revokes any proxy previously granted by Individual with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assigns. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​Company Voting Agreement.

Irrevocable Proxy. Subject The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the final sentence of this Section 6, by execution of this Agreement Individual does hereby appoint ▇▇▇▇▇▇▇ and any of its designees with full power of substitution and resubstitution, as Individual’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individual’s rights Stockholder has heretofore granted with respect to the Shares or New Subject Shares, . To secure the Stockholder’s obligation to vote the Subject Shares in accordance with this Agreement, the Stockholder hereby irrevocably appoints Company as attorney-in-fact and proxy for and on behalf of the Stockholder, for and in the name, place and stead of the Stockholder, to: (a) attend any and all meetings of the Voting Stockholders, (b) vote, express consent or dissent or issue instructions to the record holder to vote the Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all meetings of the Voting Stockholders or in connection with any action sought to be taken by written consent of the Voting Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of the Voting Stockholders or in connection with any action sought to be taken by written consent without a meeting. Company agrees not to exercise all voting the proxy granted in this Agreement for any purpose other than the purposes described in this Agreement. The foregoing proxy will be deemed to be a proxy coupled with an interest, is irrevocable (and related rightsas such will survive and not be affected by the death, including incapacity, mental illness or insanity of the right Stockholder, as applicable) until the termination of the Merger Agreement and will not be terminated by operation of law or upon the occurrence of any other event other than the termination of this Agreement pursuant to sign Individual’s name (solely in its capacity as a stockholder) Section 5.2. The Stockholder authorizes such attorney and proxy to substitute any stockholder consent, if Individual is unable other Person to perform or otherwise does not perform its obligations act under this Agreement, with respect to such Shares solely with respect revoke any substitution and to the matters set forth in Section 1 hereof. Individual intends file this proxy to be irrevocable and coupled any substitution or revocation with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual with respect to the Shares or New Shares and represents that none Secretary of such previously-granted proxies are irrevocableCompany. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assigns. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual Stockholder hereby affirms that the proxy set forth in this Section 6 1.5 is given in connection with and granted in consideration of and as an inducement to Dogwood Parent and Company to issue and sell to Individual enter into the Shares Merger Agreement and that such proxy is given to secure the obligations of Individual the Stockholder under Section 11.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 5.2. With respect to any Subject Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder, the Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.5 with respect to such Subject Shares. Notwithstanding anything contained herein the foregoing provisions of this Section 1.5, in the event of a Change of Recommendation, all references in this Section 1.5 to the contrary, this irrevocable proxy Stockholder’s “Subject Shares” shall automatically terminate upon be deemed to be references to the Expiration Date. ​Stockholder’s “Committed Restricted Shares.”

Irrevocable Proxy. Subject Effective immediately upon any failure by the Stockholder to comply with any of its obligations in Section 1, the final sentence of this Section 6Stockholder hereby irrevocably grants to, by execution of this Agreement Individual and does hereby appoint ▇▇▇▇▇▇▇ and any of its designees Parent, with full power of substitution and resubstitution, as Individualthe Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individualthe undersigned’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual is unable to perform or otherwise does not perform its obligations under this Agreement, with respect to each of such Shares solely with respect to the matters set forth in Section 1 1(b) hereof. Individual The Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder from and after its effectiveness as provided above until the Expiration Date. This irrevocable proxy shall survive death, hereby revokes any proxy previously granted by Individual with respect to disability, incompetency, or bankruptcy of the Shares or New Shares and represents that none of such previously-granted proxies are irrevocableStockholder. The irrevocably Stockholder affirms that the irrevocable proxy is given in connection with, and power in consideration of, the execution of attorney granted herein shall survive the death or incapacity Merger Agreement and that such irrevocable proxy is given to Parent by the Stockholder to secure the performance of Individual and the obligations duties of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assignsthe Stockholder under this Agreement. Individual hereby The Stockholder agrees not to grant any subsequent powers of attorney proxies to or proxies enter into any agreement with respect any person to any Shares vote or New Shares give voting instructions with respect to the matters set forth Shares in Section 1 any manner inconsistent with the terms of this irrevocable proxy until after the Expiration Date. Individual 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 Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​The Stockholder hereby revokes any proxies or powers of attorney previously granted with respect to the Shares and represents that none of such previously granted proxies or powers of attorney is irrevocable.

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement Individual Agreement, each Shareholder does hereby appoint ▇▇▇▇▇▇▇ the Company and any of its designees with full power of substitution and resubstitution, as Individualsuch Shareholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individual’s rights with respect to the Shares or New Shares, proxy to vote and exercise all voting and related rights, including the right to sign Individualsuch Shareholder’s name (solely in its capacity as a stockholderShareholder) to any stockholder Shareholder consent, if Individual Shareholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such the Shares and New Shares solely with respect to the matters set forth in Section 1 hereof. Individual Each Shareholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual such Shareholder with respect to the Shares or and New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably Shareholder hereby affirms that the proxy set forth in this Section 6 is given in connection with, and granted in consideration of, and as an inducement to the Company, Insight, Merger Sub I and Merger Sub II to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Shareholder under Section 1. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual such Shareholder and the obligations of Individual such Shareholder shall be binding on Individualsuch Shareholder’s heirs, personal representatives, successors, transferees and assigns. Individual Each Shareholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or and New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual hereby affirms With respect to any Shares and New Shares that are owned beneficially by the Shareholder but are not held of record by the Shareholder, the Shareholder shall take all action necessary to cause the record holder of such Shares to grant the irrevocable proxy set forth and take all other actions provided for in this Section 6 is given in connection with and granted in consideration of and as an inducement respect to Dogwood to issue and sell to Individual the such Shares and that such proxy is given to secure the obligations of Individual under Section 1New Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject to the final sentence of this Section 6Article VII, by execution of this Agreement Individual Agreement, such Stockholder does hereby appoint ▇▇▇▇▇▇▇ PubCo and any of its designees with full power of substitution and resubstitution, as IndividualStockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of IndividualStockholder’s rights with respect to the Shares or New Covered Shares, to vote and exercise all voting and related rights, including the right to sign Individualsuch Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Covered Shares solely with respect to the matters set forth in Section 1 hereof3.01. Individual Such Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Termination Date, hereby revokes any proxy previously granted by Individual Stockholder with respect to the Shares or New Covered Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual Stockholder and the obligations of Individual Stockholder shall be binding on IndividualStockholder’s heirs, personal representatives, successors, transferees and assigns. Individual hereby Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Covered Shares with respect to the matters set forth in Section 1 3.01 until after the Expiration Termination Date. Individual Such Stockholder hereby affirms that the proxy set forth in this Section 6 Article VII is given in connection with and granted in consideration of and as an inducement to Dogwood the Company, PubCo and Merger Sub to issue and sell to Individual enter into the Shares Merger Agreement and that such proxy is given to secure the obligations of Individual Stockholder under Section 13.01. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Termination Date. ​.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement Individual Agreement, Stockholder does hereby appoint ▇▇▇▇▇▇▇ the Company and any of its designees with full power of substitution and resubstitution, as IndividualStockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of IndividualStockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign IndividualStockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual Stockholder and the obligations of Individual Stockholder shall be binding on IndividualStockholder’s heirs, personal representatives, successors, transferees and assigns. Individual hereby Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood the Company, Parent and Merger Sub to issue and sell to Individual enter into the Shares Merger Agreement and that such proxy is given to secure the obligations of Individual the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject Effective immediately upon any failure by the Stockholder to comply with any of its obligations in Section 1, the final sentence of this Section 6Stockholder hereby irrevocably grants to, by execution of this Agreement Individual and does hereby appoint ▇▇▇▇▇▇▇ and any of its designees Parent, with full power of substitution and resubstitution, as Individual’s the Stockholder's true and lawful attorney and irrevocable proxy, to the fullest extent of Individual’s the undersigned's rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual is unable to perform or otherwise does not perform its obligations under this Agreement, with respect to each of such Shares solely with respect to the matters set forth in Section 1 1(b) hereof. Individual The Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder from and after its effectiveness as provided above until the Expiration Date. This irrevocable proxy shall survive death, hereby revokes any proxy previously granted by Individual with respect to disability, incompetency, or bankruptcy of the Shares or New Shares and represents that none of such previously-granted proxies are irrevocableStockholder. The irrevocably Stockholder affirms that the irrevocable proxy is given in connection with, and power in consideration of, the execution of attorney granted herein shall survive the death or incapacity Merger Agreement and that such irrevocable proxy is given to Parent by the Stockholder to secure the performance of Individual and the obligations duties of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assignsthe Stockholder under this Agreement. Individual hereby The Stockholder agrees not to grant any subsequent powers of attorney proxies to or proxies enter into any agreement with respect any person to any Shares vote or New Shares give voting instructions with respect to the matters set forth Shares in Section 1 any manner inconsistent with the terms of this irrevocable proxy until after the Expiration Date. Individual 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 Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​The Stockholder hereby revokes any proxies or powers of attorney previously granted with respect to the Shares and represents that none of such previously granted proxies or powers of attorney is irrevocable.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement Individual Agreement, Stockholder does hereby appoint ▇▇▇▇▇▇▇ Parent and any of its designees with full power of substitution and resubstitutionre-substitution, as IndividualStockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of IndividualStockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign IndividualStockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual Stockholder and the obligations of Individual Stockholder shall be binding on IndividualStockholder’s heirs, personal representatives, successors, transferees and assigns. Individual hereby Stockholder h▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood the Company, Parent, First Merger Sub and Merger Sub to issue and sell to Individual enter into the Shares Merger Agreement and that such proxy is given to secure the obligations of Individual the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement Individual Agreement, each Stockholder does hereby appoint ▇▇▇▇▇▇▇ RWI and any of its designees with full power of substitution and resubstitution, as Individualsuch Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individualsuch Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Individualsuch Stockholder’s name (solely in its capacity as a stockholder) to any stockholder Stockholder consent, if Individual is unable such Stockholder fails to perform vote his, her or otherwise does not perform its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereofhereof by 5:00 p.m. (Eastern Time) on the day immediately preceding the meeting date (or date upon which written consents are requested to be submitted), provided the Stockholder has received information regarding the meeting or request for written consent at least five (5) Business Days before such shareholder meeting or any consent solicitation or other vote taken of the Company’s stockholders. Individual Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual such Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably 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 RWI and Celularity to enter into the A&R RWI Loan and that such proxy is given to secure the obligations of the Stockholder under Section 1. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual such Stockholder and the obligations of Individual such Stockholder shall be binding on Individualsuch Stockholder’s heirs, personal representatives, successors, transferees and assigns. Individual Each Stockholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by By execution of this Agreement Individual Agreement, the Holder does hereby appoint ▇▇▇▇▇▇▇▇ and any of its designees with full power of substitution and resubstitution, as Individualthe Holder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individualthe Holder’s rights with respect to the Shares or New Obsidian Shares, to vote and exercise all voting and related rights, including the right to sign Individualthe Holder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual is unable the Holder fails to vote his, her or its Obsidian Shares, or otherwise fails to perform or otherwise does not perform its comply with such Stockholder’s obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof1(a) hereof by 5:00 p.m. (Eastern Time) on the day immediately preceding the meeting date (or date upon which written consents are requested to be submitted), provided the Holder has received information regarding the meeting or request for written consent at least five (5) Business Days before such shareholder meeting or any consent solicitation or other vote taken of ▇▇▇▇▇▇▇▇’s stockholders. Individual The Holder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Termination Date, hereby revokes (or agrees to cause to be revoked) any proxy previously granted by Individual the Holder with respect to the Shares or New Obsidian Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably Holder hereby affirms that the proxy set forth in this Section 9 is given in connection with, and granted in consideration of, and as an inducement to Obsidian, Galera, Parent, Obsidian Merger Sub and Galera Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Holder under Section 1. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual the Holder and the obligations of Individual the Holder shall be binding on Individualthe Holder’s heirs, personal representatives, successors, transferees and assigns. Individual The Holder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Obsidian Shares with respect to the matters set forth in Section 1 until after the Expiration Termination Date. Individual hereby affirms With respect to any Obsidian Shares that are owned beneficially by the Holder but are not held of record by the Holder (other than shares beneficially owned by the Holder that are held in the name of a bank, broker or nominee), the Holder shall take all action necessary to cause the record holder of such Obsidian Shares to grant the irrevocable proxy set forth and take all other actions provided for in this Section 6 is given in connection 9 with and granted in consideration of and as an inducement respect to Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1Obsidian Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Termination Date. ​.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by By execution of this Agreement Individual Agreement, the Holder does hereby appoint ▇▇▇▇▇▇▇ and any of its designees with full power of substitution and resubstitution, as Individualthe Holder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individualthe Holder’s rights with respect to the Shares or New Caldera Shares, to vote and exercise all voting and related rights, including the right to sign Individualthe Holder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual is unable the Holder fails to vote his, her or its Caldera Shares, or otherwise fails to perform or otherwise does not perform its comply with such Stockholder’s obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof1(a) hereof by 5:00 p.m. (Eastern Time) on the day immediately preceding the meeting date (or date upon which written consents are requested to be submitted), provided the Holder has received information regarding the meeting or request for written consent at least five (5) Business Days before such stockholder meeting or any consent solicitation or other vote taken of ▇▇▇▇▇▇▇’▇ stockholders. Individual The Holder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Termination Date, hereby revokes (or agrees to cause to be revoked) any proxy previously granted by Individual the Holder with respect to the Shares or New Caldera Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably Holder hereby affirms that the proxy set forth in this Section 9 is given in connection with, and granted in consideration of, and as an inducement to Caldera, Synlogic, Parent, Caldera Merger Sub and Synlogic Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Holder under Section 1. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual the Holder and the obligations of Individual the Holder shall be binding on Individualthe Holder’s heirs, personal representatives, successors, transferees and assigns. Individual The Holder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Caldera Shares with respect to the matters set forth in Section 1 until after the Expiration Termination Date. Individual hereby affirms With respect to any Caldera Shares that are owned beneficially by the Holder but are not held of record by the Holder (other than shares beneficially owned by the Holder that are held in the name of a bank, broker or nominee), the Holder shall take all action necessary to cause the record holder of such Caldera Shares to grant the irrevocable proxy set forth and take all other actions provided for in this Section 6 is given in connection 9 with and granted in consideration of and as an inducement respect to Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1Caldera Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Termination Date. ​.

Irrevocable Proxy. Each Shareholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Shareholder hereby represents that any such prior proxy is revocable), other than proxies granted solely with respect to the final sentence of Routine Matters (as defined below). By entering into this Section 6Agreement, by execution of this Agreement Individual does such Shareholder hereby appoint ▇▇▇▇▇▇▇ grants a proxy appointing Parent as such Shareholder’s attorney-in-fact and any of its designees proxy, with full power of substitution substitution, for and resubstitution, as Individualin such Shareholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individual’s rights name with respect to the Shares or New Subject Shares, effective as of the date hereof and continuing until the Expiration Date, to vote and exercise all voting and related rightsvote, including the right to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consentexpress consent or dissent, if Individual is unable to perform or otherwise does not perform its obligations under to utilize such voting power solely as contemplated by Section 1.01 above. The proxy granted by such Shareholder pursuant to this Agreement, 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 Shareholder shall automatically be revoked upon the Expiration Date. Each Shareholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with respect to such Shares solely with respect to the matters set forth in this Section 1 hereof1.02. Individual Each Shareholder intends this proxy to be irrevocable and unconditional during the term of this Agreement and coupled with an interest hereunder until and will take such further action or execute such other instruments as may be reasonably necessary to effect the Expiration Date, hereby revokes any proxy previously granted by Individual with respect to the Shares or New Shares and represents that none intent of such previously-granted proxies are irrevocablethis proxy. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assigns. Individual Each Shareholder hereby agrees not to grant any subsequent powers proxy during the term of attorney or proxies this Agreement with respect to any Shares or New Shares Subject Shares, except for the granting of proxies for the Company’s annual meeting with respect to the matters set forth election of directors, approval of the compensation of the Company’s named executive officers, and ratification of the appointment of the Company’s auditors, provided that such proxies do not affect and are not inconsistent with the voting obligations of the Shareholder under this Agreement (collectively, “Routine Matters”). Any attempt by such Shareholder to grant a proxy, vote, consent or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in Section 1 until after the Expiration Date. Individual hereby affirms that a manner inconsistent with the proxy set forth in granted pursuant to this Section 6 is given in connection with 1.02 shall be null and granted in consideration of and as an inducement to Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​void ab initio.

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement Individual Agreement, each Stockholder does hereby appoint ▇▇▇▇▇▇▇ the Company and any of its designees with full power of substitution and resubstitution, as Individualsuch Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individual’s rights with respect to the Shares or New Shares, proxy to vote and exercise all voting and related rights, including the right to sign Individualsuch Stockholder’s name (solely in its capacity as a stockholder) to any stockholder Stockholder consent, if Individual Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such the Shares and New Shares solely with respect to the matters set forth in Section 1 hereof. Individual Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual such Stockholder with respect to the Shares or and New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably 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, Insight, Merger Sub I and Merger Sub II to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual such Stockholder and the obligations of Individual such Stockholder shall be binding on Individualsuch Stockholder’s heirs, personal representatives, successors, transferees and assigns. Individual Each Stockholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or and New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual hereby affirms With respect to any Shares and New Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder (other than shares beneficially owned by the Stockholder that are held in the name of a bank, broker or nominee), the Stockholder shall take all action necessary to cause the record holder of such Shares to grant the irrevocable proxy set forth and take all other actions provided for in this Section 6 is given in connection with and granted in consideration of and as an inducement respect to Dogwood to issue and sell to Individual the such Shares and that such proxy is given to secure the obligations of Individual under Section 1New Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject Such Stockholder hereby revokes (or agrees to the final sentence of this Section 6, by execution of this Agreement Individual does hereby appoint ▇▇▇▇▇▇▇ and cause to be revoked) any of its designees with full power of substitution and resubstitution, as Individual’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individual’s rights proxies that such Stockholder has heretofore granted with respect to the Shares Subject Shares. Such Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all meetings of the Company Stockholders, (b) vote, express consent or New Shares, dissent or issue instructions to the record holder to vote such Stockholder’s Subject Shares in accordance with the provisions of Section 4.1 at any and exercise all voting meetings of the Company Stockholders or in connection with any action sought to be taken by written consent of the Company Stockholders without a meeting and related rights(c) grant or withhold, including or issue instructions to the right record holder to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consentgrant or withhold, if Individual is unable to perform or otherwise does not perform its obligations under this Agreementconsistent with the provisions of Section 4.1, with respect to such Shares solely all written consents with respect to the matters set forth Subject Shares at any and all meetings of the Company Stockholders or in Section 1 hereof. Individual intends this proxy connection with any action sought to be irrevocable and taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest hereunder interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the Expiration Datetermination of the Merger Agreement and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 5.2. Such Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, hereby revokes to revoke any proxy previously granted by Individual with respect substitution and to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably file this proxy and power any substitution or revocation with the Secretary of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assignsCompany. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual Such Stockholder hereby affirms that the proxy set forth in this Section 6 4.5 is given in connection with and granted in consideration of and as an inducement to Dogwood Parent and Purchaser to issue and sell to Individual enter into the Shares Merger Agreement and that such proxy is given to secure the obligations of Individual the Stockholder under Section 14.1. Notwithstanding anything contained herein The proxy set forth in this Section 4.5 is executed and intended to the contrarybe irrevocable, this irrevocable proxy shall automatically terminate subject, however, to its automatic termination upon the Expiration Date. ​termination of this Agreement pursuant to Section 5.2.

Irrevocable Proxy. Subject The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the final sentence of this Section 6, by execution of this Agreement Individual does hereby appoint ▇▇▇▇▇▇▇ and any of its designees with full power of substitution and resubstitution, as Individual’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individual’s rights Stockholder has heretofore granted with respect to the Shares Subject Shares. The Stockholder hereby irrevocably appoints Twin Vee Co. as attorney-in-fact and proxy for and on behalf of the Stockholder, for and in the name, place and stead of the Stockholder, to: (a) attend any and all meetings of Target Stockholders, (b) vote, express consent or New Shares, dissent or issue instructions to the record holder to vote the Subject Shares in accordance with the provisions of Section 1.1 at any and exercise all voting meetings of Target Stockholders or in connection with any action sought to be taken by written consent of Target Stockholders without a meeting and related rights(c) grant or withhold, including or issue instructions to the right record holder to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consentgrant or withhold, if Individual is unable to perform or otherwise does not perform its obligations under this Agreementconsistent with the provisions of Section 1.1, with respect to such Shares solely all written consents with respect to the matters set forth Subject Shares at any and all meetings of Target Stockholders or in Section 1 hereof. Individual intends this proxy connection with any action sought to be irrevocable and taken by written consent of Target Stockholders without a meeting. Twin Vee Co. 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 hereunder interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Stockholder, as applicable) until the Expiration Date, hereby revokes termination of the Plan of Merger and shall not be terminated by operation of law or upon the occurrence of any proxy previously granted by Individual with respect other event other than the termination of this Agreement pursuant to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocableSection 4.2. The irrevocably Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and power any substitution or revocation with the Secretary of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assignsTarget. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual The Stockholder hereby affirms that the proxy set forth in this Section 6 1.5 is given in connection with and granted in consideration of and as an inducement to Dogwood Twin Vee Co. to issue and sell to Individual enter into the Shares Plan of Merger and that such proxy is given to secure the obligations of Individual the Stockholder under Section 11.1. Notwithstanding anything contained herein The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the contrarytermination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder (other than shares beneficially owned by the Stockholder that are held in the name of a bank, this broker or nominee), the Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy shall automatically terminate upon the Expiration Date. ​and take all other actions provided for in this Section 1.5 with respect to such Subject Shares.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of For so long as this Agreement Individual does has not been validly terminated in accordance with Section 5.2, each Stockholder hereby appoint ▇▇▇▇▇▇▇ irrevocably appoints Parent (and any of Person (as defined below) or Persons designated by Parent) as its designees attorney-in-fact and proxy with full power of substitution and resubstitution, as Individual’s true and lawful attorney and irrevocable proxy, to the fullest full extent of Individualsuch Stockholder’s voting rights with respect to all such Stockholder’s Subject Shares (which proxy is irrevocable (and as such shall survive and not be affected by the Shares death, incapacity, mental illness or New Sharesinsanity of such Stockholder) and which appointment is coupled with an interest, including for purposes of Section 212 of the DGCL) to vote (or issue instructions to the record holder to vote), and exercise to execute (or issue instructions to the record holder to execute) written consents with respect to, all voting such Stockholder’s Subject Shares solely on the matters described in, and related rights, including in accordance with the right to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual is unable to perform or otherwise does not perform its obligations under provisions of Section 1.1. For purposes of this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof“Person” means an individual, a partnership, a corporation, a limited liability company, an unlimited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other entity, a governmental entity or any department, agency or political subdivision thereof. Individual intends this This proxy to be irrevocable and is coupled with an interest hereunder until interest, was given to secure the Expiration Dateobligations of such Stockholder under Section 1.1, was given in consideration of and as an additional inducement of Parent and Target to release the 2.7 Announcement and enter into the Cooperation 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 Individual such Stockholder with respect to the Subject Shares or New Shares and represents that none of such previously-granted proxies are irrevocablecovers matters addressed by this Agreement. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assigns. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable Such proxy shall automatically terminate not be terminated by operation of any applicable law or upon the Expiration Date. ​occurrence of any other event other than upon the valid termination of this Agreement in accordance with Section 5.2.

Irrevocable Proxy. Subject The Stockholder hereby revokes (and agrees to the final sentence of this Section 6, by execution of this Agreement Individual does hereby appoint ▇▇▇▇▇▇▇ and cause to be revoked) any of its designees with full power of substitution and resubstitution, as Individual’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individual’s rights proxies that such Stockholder has heretofore granted with respect to the Shares or New Subject Shares, to vote and exercise all voting and related rights, including the right to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual is unable to perform or otherwise does not perform its obligations under this Agreement, . Solely with respect to the matters described in Section 1.1(a), while this Agreement is in effect, such Shares solely Stockholder hereby irrevocably grants to, and appoints, the Seller and any designee thereof, as such Stockholder’s proxy and attorney-in-fact, for and in the name, place and stead of such Stockholder, to (i) attend any meeting of the stockholders of the Seller on behalf of such Stockholder with respect to the matters set forth in Section 1 hereof. Individual intends this proxy 1.1(a), (ii) cause such Stockholder’s Subject Shares to be irrevocable counted as present for purposes of establishing a quorum at any such meeting and coupled with an interest hereunder until (iii) vote all Vote Shares, or grant or withhold a consent or approval in respect of the Expiration DateVote Shares, hereby revokes any proxy previously granted by Individual with respect or issue instructions to the Shares or New Shares and represents that none record holder of such previously-granted proxies are irrevocable. The irrevocably proxy and power Stockholder’s Vote Shares to do any of attorney granted herein shall survive the death foregoing, in connection with any meeting of the stockholders of the Seller or incapacity any action by written consent in lieu of Individual and a meeting of the obligations stockholders of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assigns. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares the Seller with respect to the matters set forth in Section 1 until after 1.1(a), in a manner consistent with the Expiration Dateprovisions of Section 1.1(a). Individual Such Stockholder authorizes such proxy and attorney-in-fact to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of the Seller. Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 1.1(b) is given in connection with the execution of the Stock Purchase Agreement and granted in consideration of and as an inducement to Dogwood the Seller and the Purchaser to issue and sell to Individual enter into the Shares Stock Purchase Agreement, and that such irrevocable proxy is given to secure the obligations performance of Individual the duties of such Stockholder under Section 1. Notwithstanding anything contained herein this Agreement, subject to the contrarytermination of this Agreement pursuant to Section 4.2. Such Stockholder hereby further affirms that the proxy set forth in this Section 1.1(b) is coupled with an interest, this is intended to be irrevocable proxy (and as such shall automatically terminate survive and shall not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable), subject, however, to its automatic termination upon the Expiration Datetermination of this Agreement pursuant to Section 4.2, and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2. ​The Seller agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement.

Irrevocable Proxy. Subject to the final last sentence of this Section 6‎8, by execution of this Agreement Individual does Agreement, Shareholders do hereby appoint ▇▇▇▇▇▇▇ Newegg and any of its designees with full power of substitution and resubstitution, as IndividualShareholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of IndividualShareholder’s rights with respect to the Shares or and New Shares, to vote and exercise all voting and related rights, including the right to sign IndividualShareholder’s name (solely in its capacity as a stockholdershareholder) to any stockholder shareholder consent, if Individual Shareholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares and New Shares solely with respect to the matters set forth in Section 1 ‎1 hereof. Individual intends Shareholders intend this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual any Shareholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual Shareholder and the obligations of Individual Shareholder shall be binding on IndividualShareholder’s heirs, personal representatives, successors, transferees and assigns. Individual Shareholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 ‎1 until after the Expiration Date. Individual 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 Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement Individual does Each Stockholder hereby appoint ▇▇▇▇▇▇▇ and revokes any of its designees with full power of substitution and resubstitution, as Individual’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individual’s rights proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Stockholder Shares (other than pursuant to Section 9(h) of the Shares Voting Agreement), hereby irrevocably constitutes and appoints Acquiror as attorney-in-fact and proxy in accordance with the DGCL for and on such Stockholder’s behalf, for and in such Stockholder’s name, place and stead, in the event that such Stockholder fails to comply in any material respect with his, her or New Sharesits obligations hereunder in a timely manner, to vote the Stockholder Shares of such Stockholder and exercise grant all written consents thereto, in each case in accordance with the provisions of Sections 1(a)(i) and (ii) and represent and otherwise act for such Stockholder in the same manner and with the same effect as if such Stockholder were personally present at any meeting held for the purpose of voting and related rightson the foregoing. The foregoing proxy is coupled with an interest, including the right to sign Individual’s name is irrevocable (solely in its capacity as a stockholder) to any stockholder consent, if Individual is unable to perform or otherwise does not perform its obligations under this Agreementand, with respect to any Stockholder that is an individual, as such Shares solely with respect shall survive and not be affected by the death, incapacity, mental illness or insanity of the Stockholder) until the end of the Restricted Period and shall not be terminated by operation of Law or upon the occurrence of any other event other than following a termination of this Agreement pursuant to the matters set forth in Section 1 hereof6.13. Individual intends Each Stockholder authorizes such attorney-in-fact and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy to be irrevocable and coupled any substitution or revocation with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual with respect to Secretary of the Shares or New Shares and represents that none of such previously-granted proxies are irrevocableCompany. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assigns. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 2 is given in connection with and granted in consideration the execution by Acquiror of and as an inducement to Dogwood to issue and sell to Individual the Shares Merger Agreement and that such irrevocable proxy is given to secure the obligations of Individual such Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this The irrevocable proxy shall automatically terminate upon set forth in this Section 2 is executed and intended to be irrevocable. Each Stockholder agrees not to grant any proxy that conflicts or is inconsistent with the Expiration Date. ​proxy granted to Acquiror in this Agreement.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by By execution of this Agreement Individual Agreement, the Stockholder does hereby appoint and constitute Parent, Ethan Bing and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ , and any one or more other individuals designated by Parent, and each of its designees them individually, until the Expiration Date (at which time this proxy shall automatically be revoked), with full power of substitution and resubstitution, as Individualthe Stockholder’s true and lawful attorney attorneys-in-fact and irrevocable proxyproxies, to the fullest extent of Individualthe Stockholder’s rights with respect to the Company Preferred Shares or and any New Company Shares, to vote each of the Company Preferred Shares and exercise all voting and related rights, including the right to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual is unable to perform or otherwise does not perform its obligations under this Agreement, with respect to such New Company Shares solely with respect to the Merger Proposal and related matters set forth in Section 1 2.2 hereof; provided, however, the foregoing shall only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Company Preferred Shares and New Company Shares, as applicable, in accordance with Section 2.2 above. Individual The Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder hereafter until the Expiration Date, Date and hereby revokes any proxy previously granted by Individual the Stockholder with respect to the Company Preferred Shares or New Shares and represents that none of such previously-granted proxies are irrevocableCompany Shares. The irrevocably proxy Stockholder hereby ratifies and power of attorney granted herein shall survive confirms all actions that the death proxies appointed hereunder may lawfully do or incapacity of Individual and the obligations of Individual shall cause to be binding on Individual’s heirs, personal representatives, successors, transferees and assigns. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect done to the matters set forth extent in Section 1 until after the Expiration Date. Individual hereby affirms that the proxy set forth in accordance with this Section 6 is given in connection with and granted in consideration of and as an inducement to Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​Agreement.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement Individual Agreement, Stockholder does hereby appoint ▇▇▇▇▇▇▇ the Company and any of its designees with full power of substitution and resubstitution, as IndividualStockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of IndividualStockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign IndividualStockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual Stockholder and the obligations of Individual Stockholder shall be binding on IndividualStockholder’s heirs, personal representatives, successors, transferees and assigns. Individual hereby Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood the Company, Parent, First Merger Sub and Second Merger Sub to issue and sell to Individual enter into the Shares Merger Agreement and that such proxy is given to secure the obligations of Individual the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement Individual Agreement, Stockholder does hereby appoint ▇▇▇▇▇▇▇ the Company and any of its designees with full power of substitution and resubstitution, as IndividualStockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of IndividualStockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign IndividualStockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual Stockholder and the obligations of Individual Stockholder shall be binding on IndividualStockholder’s heirs, personal representatives, successors, transferees and assigns. Individual hereby Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all Company Stockholders Meetings, (b) vote or issue instructions to the final sentence record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of this Section 61.1 at any and all Company Stockholders Meetings and (c) grant or withhold, by execution of this Agreement Individual does hereby appoint ▇▇▇▇▇▇▇ and any of its designees with full power of substitution and resubstitution, as Individual’s true and lawful attorney and irrevocable proxy, or issue instructions to the fullest extent record holder to grant or withhold, in accordance with the provisions of Individual’s rights Section 1.1, all written consents with respect to the Subject Shares or New Shares, in connection with any action sought to vote and be taken by written consent without a meeting. Parent agrees not to exercise all voting and related rights, including the right to sign Individual’s name (solely proxy granted herein for any purpose other than the purposes described in its capacity as a stockholder) to any stockholder consent, if Individual is unable to perform or otherwise does not perform its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual intends this The foregoing proxy shall be deemed to be irrevocable and a proxy coupled with an interest hereunder interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the Expiration Datetermination of this Agreement and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, hereby revokes to revoke any proxy previously granted by Individual with respect substitution and to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably file this proxy and power any substitution or revocation with the secretary of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assignsCompany. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual Each Stockholder hereby affirms that the proxy set forth in this Section 6 1.4 is given in connection with and granted in consideration of and as an inducement to Dogwood Parent and Merger Sub to issue and sell to Individual enter into the Shares Merger Agreement and that such proxy is given to secure the obligations of Individual the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​1.1.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by By execution of this Agreement Individual Agreement, the Stockholder does hereby appoint ▇▇▇▇▇▇▇ each of Parent, the Company and any of its their respective designees with full power powers of substitution and resubstitution, as Individualthe Stockholder’s true and lawful attorney attorney-in-fact and irrevocable proxy, to the fullest extent of Individualthe Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rightsrights at any meeting called or with respect to any consent required, in each case, with respect to the matters set forth in Section 3 hereof, including the right to sign Individualthe Stockholder’s name (solely in its capacity as a stockholderStockholder) to any stockholder consent, if Individual the Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual the Stockholder and the obligations of Individual the Stockholder shall be binding on Individualthe Stockholder’s heirs, personal representatives, successors, transferees and assigns. Individual The Stockholder hereby revokes (or agrees not to grant cause to be revoked) any subsequent powers of attorney or proxies that the Stockholder has heretofore granted with respect to its Shares and represents that none of such previously-granted proxies is irrevocable. Parent and the Company agree not to exercise the proxy granted herein for any Shares or New Shares with respect to purpose other than the matters set forth purposes described in Section 1 until after the Expiration Datethis Agreement. Individual The Stockholder hereby affirms that the irrevocable proxy set forth contemplated in this Section 6 4 is given in connection coupled with and granted in consideration of and as an inducement to Dogwood to issue and sell to Individual the Shares and that such proxy interest, is given to secure the obligations of Individual the Stockholder in Section 3 and may under no circumstances be revoked and that such irrevocable proxy is executed and intended to be irrevocable. With respect to any Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder, the Stockholder shall take all reasonable actions necessary to cause the record holder of such Shares to grant the irrevocable proxy and take all other reasonable actions provided for in this Section 14 with respect to such Shares. Notwithstanding anything contained herein to any other provisions of this Agreement, the contrary, this irrevocable proxy granted hereunder shall automatically terminate upon on the Expiration Date. ​.

Irrevocable Proxy. Subject The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the final sentence of this Section 6, by execution of this Agreement Individual does hereby appoint ▇▇▇▇▇▇▇ and any of its designees with full power of substitution and resubstitution, as Individual’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individual’s rights Stockholder has heretofore granted with respect to the Shares Subject Shares. The Stockholder hereby irrevocably appoints Apollo as attorney-in-fact and proxy for and on behalf of the Stockholder, for and in the name, place and stead of the Stockholder, to: (a) attend any and all meetings of Lpath Stockholders held for the matters addressed in Section 1.1, (b) vote, express consent or New Shares, dissent or issue instructions to the record holder to vote the Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and exercise all voting meetings of Lpath Stockholders or in connection with any action sought to be taken by written consent of Lpath Stockholders without a meeting and related rights(c) grant or withhold, including or issue instructions to the right record holder to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consentgrant or withhold, if Individual is unable to perform or otherwise does not perform its obligations under this Agreementconsistent with the provisions of Section 1.1, with respect to such Shares solely all written consents with respect to the matters set forth Subject Shares at any and all meetings of Lpath Stockholders or in Section 1 hereof. Individual intends this proxy connection with any action sought to be irrevocable and taken by written consent without a meeting. Apollo agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest hereunder interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Stockholder, as applicable) until the Expiration Date, hereby revokes termination of the Merger Agreement and shall not be terminated by operation of law or upon the occurrence of any proxy previously granted by Individual with respect other event other than the termination of this Agreement pursuant to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocableSection 4.2. The irrevocably Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and power any substitution or revocation with the Secretary of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assignsLpath. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual The Stockholder hereby affirms that the proxy set forth in this Section 6 1.4 is given in connection with and granted in consideration of and as an inducement to Dogwood Apollo to issue and sell to Individual enter into the Shares Merger Agreement and that such proxy is given to secure the obligations of Individual the Stockholder under Section 11.1. Notwithstanding anything contained herein The proxy set forth in this Section 1.4 is executed and intended to the contrarybe irrevocable, this irrevocable proxy shall automatically terminate subject, however, to its automatic termination upon the Expiration Date. ​termination of this Agreement pursuant to Section 4.2.

Irrevocable Proxy. Subject (a) In furtherance of the Stockholders’ agreements in Section 1.1 of this Agreement, to the final sentence extent, and only to the extent, such Stockholder is unable to, or fails to, vote such Stockholder’s shares as set forth in Section 1.1, each Stockholder hereby appoints Parent and Parent’s designees, and each of this Section 6them individually, by execution of this Agreement Individual does hereby appoint ▇▇▇▇▇▇▇ as such Stockholder’s proxy and any of its designees attorney-in-fact (with full power of substitution substitution), for and resubstitutionin the name, as Individual’s true place and lawful attorney and irrevocable proxy, to the fullest extent stead of Individual’s rights with respect to the Shares or New Sharessuch Stockholder, to vote all Shares owned by such Stockholder at any meeting of the Company’s shareholders (or any adjournment or postponement thereof), however called, or in connection with any written consent of the Company’s shareholders in accordance with Section 1.1 of this Agreement. (b) The proxy granted by each Stockholder pursuant to this Section 1.2 shall (i) be valid and exercise irrevocable until the earlier of the Effective Time or the Termination Date, and (ii) automatically terminate upon the earlier of the Effective Time and the Termination Date. Each Stockholder represents that any and all voting other proxies and related rightspowers of attorney heretofore given in respect of any Shares owned by such Stockholder are revocable, including and that such other proxies have been revoked. Each Stockholder affirms that the right to sign Individual’s name foregoing proxy is: (solely i) given (A) in its capacity as a stockholderconnection with the execution of the Merger Agreement and (B) to any stockholder consent, if Individual is unable to perform or otherwise does not perform its obligations secure the performance of such Stockholder’s duties under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual intends this proxy to be irrevocable and (ii) coupled with an interest hereunder until and may not be revoked except as otherwise provided in this Agreement, and (iii) intended to be irrevocable prior to a valid termination of the Expiration Date, hereby revokes any proxy previously granted by Individual Merger Agreement in accordance with respect to Article VIII of the Shares or New Shares and represents that none of such previously-granted proxies are irrevocableMerger Agreement. The irrevocably proxy and power of attorney granted All authority herein conferred shall survive the death or incapacity of Individual such Stockholder and the obligations of Individual shall be binding on Individual’s upon the heirs, estate, administrators, personal representatives, successors, transferees successors and assignsassigns of such Stockholder. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect Subject to the other terms and provisions of this Agreement, each Stockholder shall retain the right to vote all of such Stockholder’s Shares on all matters set forth not described in Section 1 until after the Expiration Date. Individual 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 Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​1.1(a).

Irrevocable Proxy. Subject to the final sentence of this Section 6, by By execution of this Agreement Individual Agreement, the Holder does hereby appoint ▇▇▇▇▇▇▇ Synlogic and any of its designees with full power of substitution and resubstitution, as Individualthe Holder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individualthe Holder’s rights with respect to the Shares or New Synlogic Shares, to vote and exercise all voting and related rights, including the right to sign Individualthe Holder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual is unable the Holder fails to vote his, her or its Synlogic Shares, or otherwise fails to perform or otherwise does not perform its comply with such Stockholder’s obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof1(a) hereof by 5:00 p.m. (Eastern Time) on the day immediately preceding the meeting date (or date upon which written consents are requested to be submitted), provided the Holder has received information regarding the meeting or request for written consent at least five (5) Business Days before such shareholder meeting or any consent solicitation or other vote taken of Synlogic’s stockholders. Individual The Holder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Termination Date, hereby revokes (or agrees to cause to be revoked) any proxy previously granted by Individual the Holder with respect to the Shares or New Synlogic Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably Holder hereby affirms that the proxy set forth in this Section 9 is given in connection with, and granted in consideration of, and as an inducement to Caldera, Synlogic, Parent, Caldera Merger Sub and Synlogic Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Holder under Section 1. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual the Holder and the obligations of Individual the Holder shall be binding on Individualthe Holder’s heirs, personal representatives, successors, transferees and assigns. Individual The Holder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Synlogic Shares with respect to the matters set forth in Section 1 until after the Expiration Termination Date. Individual hereby affirms With respect to any Synlogic Shares that are owned beneficially by the Holder but are not held of record by the Holder (other than shares beneficially owned by the Holder that are held in the name of a bank, broker or nominee), the Holder shall take all action necessary to cause the record holder of such Synlogic Shares to grant the irrevocable proxy set forth and take all other actions provided for in this Section 6 is given in connection 9 with and granted in consideration of and as an inducement respect to Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1Synlogic Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Termination Date. ​.

Irrevocable Proxy. Subject In order to ensure that the final sentence voting agreement set forth in Section 1.1 and the other obligations of this Section 6each Stockholder hereunder will be carried out, by execution of this Agreement Individual does each Stockholder hereby appoint ▇▇▇▇▇▇▇ grants an irrevocable proxy, coupled with an interest, in the form attached hereto as Exhibit A (the "Irrevocable Proxy") to, and any hereby constitutes and appoints STC and each of its designees officers as such Stockholder's sole and exclusive attorney and proxy, with full power of substitution substitution, (a) to vote and resubstitution, as Individual’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individual’s rights otherwise act (by written consent or otherwise) with respect to the Shares or New Shares, and the Other Securities which such Stockholder is entitled to vote at the Epitope Stockholders Meeting and exercise all voting and related rightsany other meeting of Epitope Stockholders, including the right to sign Individual’s name (solely in its capacity as a stockholder) or pursuant to any stockholder consentwritten consent in lieu of a meeting of Epitope Stockholders, if Individual is unable to perform and at any adjournment or otherwise does not perform its obligations under this Agreement, with respect to such Shares solely with respect to postponement thereof on the matters set forth and in the manner specified in Section 1 hereof1.1. Individual intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Such Stockholder hereby revokes any proxy previously granted by Individual all other proxies and powers of attorney with respect to the Shares and the Other Securities that such Stockholder may have heretofore appointed or New Shares and represents granted that none of would prevent such previously-granted proxies are irrevocableStockholder from performing its obligations hereunder. The irrevocably proxy and power of attorney granted All authority herein conferred or agreed to be conferred shall survive the death or incapacity of Individual any Stockholder and the obligations any obligation of Individual such Stockholder under this Agreement shall be binding on Individual’s upon the transferees, heirs, personal representatives, successors, transferees successors and assigns. Individual hereby agrees not to grant any subsequent powers assigns of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​Stockholder.

Irrevocable Proxy. Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that Stockholder has heretofore granted with respect to Stockholder’s Subject Shares. Stockholder hereby irrevocably appoints GeoMet as attorney-in-fact and proxy for and on behalf of Stockholder, for and in the name, place and stead of Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the final sentence record holder to vote, Stockholder’s Subject Shares in accordance with the provisions of this Section 61.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, by execution of this Agreement Individual does hereby appoint ▇▇▇▇▇▇▇ and any of its designees with full power of substitution and resubstitution, as Individual’s true and lawful attorney and irrevocable proxy, or issue instructions to the fullest extent record holder to grant or withhold, in accordance with the provisions of Individual’s rights Section 1.1, all written consents with respect to the Subject Shares or New Shares, in connection with any action sought to vote and be taken by written consent without a meeting. GeoMet agrees not to exercise all voting and related rights, including the right to sign Individual’s name (solely proxy granted herein for any purpose other than the purposes described in its capacity as a stockholder) to any stockholder consent, if Individual is unable to perform or otherwise does not perform its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual intends this The foregoing proxy shall be deemed to be irrevocable and a proxy coupled with an interest hereunder interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of Stockholder, as applicable) until the Expiration Datetermination of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, hereby revokes to revoke any proxy previously granted by Individual with respect substitution and to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably file this proxy and power any substitution or revocation with the secretary of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assignsGeoMet. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual Stockholder hereby affirms that the proxy set forth in this Section 6 1.4 is given in connection with and granted in consideration of and as an inducement to Dogwood GeoMet to issue enter into this Agreement and sell to Individual submit the Shares Transactions for adoption by GeoMet’s stockholders and that such proxy is given to secure the obligations of Individual Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​1.1.

Irrevocable Proxy. Subject The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the final sentence of this Section 6, by execution of this Agreement Individual does hereby appoint ▇▇▇▇▇▇▇ and any of its designees with full power of substitution and resubstitution, as Individual’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individual’s rights Stockholder has heretofore granted with respect to the Shares Subject Shares. The Stockholder hereby irrevocably appoints the Company, and any individual designated in writing by the Company, as attorney-in-fact and proxy for and on behalf of the Stockholder, for and in the name, place and stead of the Stockholder, to: (a) attend any and all meetings of the PTI Stockholders, (b) vote, express consent or New Shares, dissent or issue instructions to the record holder to vote the Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and exercise all voting meetings of PTI Stockholders or in connection with any action sought to be taken by written consent of PTI Stockholders without a meeting and related rights(c) grant or withhold, including or issue instructions to the right record holder to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consentgrant or withhold, if Individual is unable to perform or otherwise does not perform its obligations under this Agreementconsistent with the provisions of Section 1.1, with respect to such Shares solely all written consents with respect to the matters set forth Subject Shares at any and all meetings of PTI Stockholders or in Section 1 hereof. Individual intends this proxy connection with any action sought to be irrevocable and taken by written consent without a meeting. The Company agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy: (x) shall be deemed to be a proxy coupled with an interest hereunder interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Stockholder, as applicable) until the Expiration Date, hereby revokes termination of this Agreement pursuant to Section 4.2; (y) shall not be terminated by operation of law or upon the occurrence of any proxy previously other event other than the termination of this Agreement pursuant to Section 4.2; and (z) shall revoke any and all prior proxies or powers of attorney granted by Individual with respect to the Shares Stockholder and no subsequent proxy or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirsgiven or written consent executed (and if given or executed, personal representatives, successors, transferees and assigns. Individual hereby agrees shall not to grant any subsequent powers of attorney or proxies be effective) by the Stockholder with respect thereto. The Stockholder authorizes such attorney and proxy to substitute any Shares other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or New Shares revocation with respect to the matters set forth in Section 1 until after the Expiration DateSecretary of PTI. Individual The Stockholder hereby affirms that the proxy set forth in this Section 6 1.5 is given in connection with and granted in consideration of and as an inducement to Dogwood the Company and Holdings to issue and sell to Individual enter into the Shares Merger Agreement and that such proxy is given to secure the obligations of Individual the Stockholder under Section 11.1. Notwithstanding anything contained herein The proxy set forth in this Section 1.5 is executed and intended to the contrarybe irrevocable, this irrevocable proxy shall automatically terminate subject, however, to its automatic termination upon the Expiration Date. ​termination of this Agreement pursuant to Section 4.2.

Irrevocable Proxy. Subject In order to the final sentence of this Section 6, by execution of this Agreement Individual does hereby appoint ▇▇▇▇▇▇▇ and any of its designees with full power of substitution and resubstitution, as Individualsecure Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individual’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual is unable to perform or otherwise does not perform its obligations under this Agreement, Stockholder hereby appoints Parent (the “Proxy”) as its true and lawful proxy and attorney-in-fact, with full power of substitution, to (x) vote the Subject Shares for the matters expressly provided for in this Agreement and (y) execute and deliver all written consents, conveyances and other instruments or documents appropriate or necessary to effect the matters expressly provided for in this Agreement. The Proxy may exercise the irrevocable proxy granted to it hereunder at any time Stockholder fails to comply with the provisions of this Agreement. The proxies and powers granted by Stockholder pursuant to this Agreement are coupled with an interest and are given to secure the performance of Stockholder’s obligations. Such proxies and powers shall be irrevocable and shall survive death, incompetency, disability or bankruptcy of Stockholder. Upon the execution of this Agreement, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to such voting of the Subject Shares solely on the matters referred to in Section 3(a) and Stockholder agrees to not grant any subsequent proxies or enter into any agreement or understanding with any Person to vote or give voting instructions with respect to the matters set forth Subject Shares in Section 1 hereof. Individual intends any manner inconsistent with the terms of this irrevocable proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assigns. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Stockholder’s execution and delivery of this Agreement and Stockholder’s granting of the proxy contained in this Section 4. Stockholder hereby affirms that the proxy set forth granted in this Section 6 4 is given in connection with and granted in consideration the execution of and as an inducement to Dogwood to issue and sell to Individual the Shares Merger Agreement, and that such proxy is given to secure the obligations performance of Individual the duties of Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​Agreement.

Irrevocable Proxy. Subject As security for the Holders' obligations under Section 4(a), contingent up the receipt of all necessary and appropriate regulatory approvals relating to the final sentence ownership of this Section 6equity interests in an entity that holds pari-mutuel license in the State of Florida, by execution including without limitation the approval of this Agreement Individual does the Florida Gaming Commission, the Holders hereby irrevocably constitute and appoint ▇▇▇▇▇▇▇ Isle as each such Holder's attorney and any of its designees proxy, with full power of substitution and resubstitution, as Individual’s true to cause the shares of Common Stock (now owned or subsequently acquired in any fashion, including but not limited to shares of Common Stock acquired in connection with the conversion of shares of Series F Preferred Stock or upon the exercise of options to acquire Common Stock) and lawful attorney and irrevocable proxy, Series F Preferred Stock (to the fullest extent such shares of Individual’s rights with respect Series F Preferred Stock are entitled to the Shares or New Sharesbe present at and vote at any such FGC Stockholders' Meeting) to be counted as present at any FGC Stockholders' Meeting, to vote the such shares of Common Stock and exercise Series F Preferred Stock thereat, however called, and execute consents in respect of such shares of Common Stock and Series F Preferred Stock as and to the extent provided in Section 4(a). THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Holders hereby revoke all voting other proxies and related rights, including the right to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual is unable to perform or otherwise does not perform its obligations under this Agreement, powers of attorney with respect to such Shares solely with respect to shares of Common Stock and Series F Preferred Stock that the matters set forth in Section 1 hereof. Individual intends this Holders may have heretofore appointed or granted, and no subsequent proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirsgranted. For the avoidance of doubt, personal representatives, successors, transferees and assigns. Individual hereby agrees this proxy shall not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect apply to the matters set forth in Section 1 until after election of members of the Expiration Dateboard of directors of FGC. Individual 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 Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable This proxy shall automatically terminate upon expire on the earlier of (1) the Exclusivity Expiration Date. ​Date and (ii) December 31, 2008.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by By execution of this Agreement Individual does hereby appoint Agreement, ▇▇▇▇▇▇▇▇▇▇▇ does hereby appoint the Buyer and any of its designees with full power of substitution and resubstitution, as IndividualStockholder’s true and lawful attorney attorney-in-fact and irrevocable proxy, to the fullest extent of IndividualStockholder’s rights with respect to the Shares or New Covered Shares, to vote and exercise all voting and related rights, including the right or cause to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consentbe voted, if Individual is unable Stockholder fails to perform vote his, her or otherwise does not perform its obligations under this AgreementCovered Shares, with respect to such Shares solely with respect to the matters and in the manner set forth in Section 1 hereof. Individual Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes (or agrees to cause to be revoked) any proxy previously granted by Individual Stockholder with respect to the Shares or New Covered Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably 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 Buyer and Seller to enter into the Asset Purchase Agreement and that such proxy is given to secure the obligations of the Stockholders under Section 1. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Individual Stockholder and the obligations of Individual Stockholder shall be binding on IndividualStockholder’s heirs, personal representatives, successors, transferees and assigns. Individual hereby Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares inconsistent with respect to the matters set forth in its obligations under Section 1 of this Agreement until after the Expiration Date. Individual 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 Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy and power of attorney shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement Individual Agreement, Stockholder does hereby appoint ▇▇▇▇▇▇▇ Parent and any of its designees with full power of substitution and resubstitution, as IndividualStockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of IndividualStockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign IndividualStockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual Stockholder and the obligations of Individual Stockholder shall be binding on IndividualStockholder’s heirs, personal representatives, successors, transferees and assigns. Individual hereby Stockholder h▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual 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 Dogwood the Company, Parent, First Merger Sub and Second Merger Sub to issue and sell to Individual enter into the Shares Merger Agreement and that such proxy is given to secure the obligations of Individual the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​.

Irrevocable Proxy. Subject In order to secure the obligation of each holder of Shares to vote his, her or its Shares and other voting securities of the Company in accordance with Section 3A, Section 3B and Section 3D, for so long as TPG has the right to designate at least one (1) director for nomination under this Agreement, each holder of Shares (other than the Excluded Stockholders) shall appoint TPG as his, her or its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of his, her or its Shares and other voting securities of the Company (whether now owned or hereafter acquired) for all matters in connection therewith; provided, however, that the irrevocable proxy granted to TPG by an Additional Stockholder hereunder shall automatically terminate at such time as such Additional Stockholder becomes a Terminated Stockholder (as defined in Section 3J below). TPG may exercise the irrevocable proxy granted to it hereunder at any time that the vote, consent or approval of any holder of Shares may be required pursuant Section 3A and Section 3B. The proxies and powers granted by each such Stockholder pursuant to this Section 3I are coupled with an interest and are given to secure the performance of each such Stockholder’s obligations under this Agreement. Such proxies and powers shall be irrevocable and shall survive the death, incompetency, disability, bankruptcy or dissolution of such Stockholder and the subsequent holders of such Stockholder’s Shares or other voting securities. Notwithstanding anything to the final sentence of this Section 6contrary in the foregoing paragraph, by execution of this Agreement Individual does the Amin Stockholders shall hereby appoint TPG, as his, her or its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote solely with respect to 5,400,634 shares of common stock of the Company on an as converted basis owned by the Amin Stockholders immediately prior to the effectiveness of the Registration Statement on Form S-1 in connection with the initial public offering of shares of common stock of the Company (for the avoidance of doubt, excluding any shares issuable pursuant to ▇▇. ▇▇▇▇▇▇’▇ and any of its designees with full power of substitution and resubstitution, outstanding equity awards as Individual’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individual’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consent, if Individual is unable to perform or otherwise does not perform its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Individual intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Individual with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assigns. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the time) for all matters set forth in Section 1 until after the Expiration Date. Individual hereby affirms that the proxy set forth in this Section 6 is given in connection with Section 3A, Section 3B and granted in consideration of and as an inducement to Dogwood to issue and sell to Individual the Shares and that such proxy is given to secure the obligations of Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. ​3D.

Irrevocable Proxy. Subject Each Equityholder hereby revokes (or agrees to the final sentence of this Section 6, by execution of this Agreement Individual does hereby appoint ▇▇▇▇▇▇▇ and cause to be revoked) any of its designees with full power of substitution and resubstitution, as Individual’s true and lawful attorney and irrevocable proxy, to the fullest extent of Individual’s rights proxies that such Equityholder has heretofore granted with respect to the Shares Subject Shares. Such Equityholder hereby irrevocably appoints the Company, and any individual designated in writing by it, as attorney-in-fact and proxy for and on behalf of such Equityholder, for and in the name, place and stead of such Equityholder, to: (a) attend any and all meetings of the Ash Equityholders, (b) vote, express consent or New Shares, dissent or issue instructions to the record holder to vote such Equityholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and exercise all voting meetings of the Ash Equityholders or in connection with any action sought to be taken by written consent of the Ash Equityholders without a meeting and related rights(c) grant or withhold, including or issue instructions to the right record holder to sign Individual’s name (solely in its capacity as a stockholder) to any stockholder consentgrant or withhold, if Individual is unable to perform or otherwise does not perform its obligations under this Agreementconsistent with the provisions of Section 1.1, with respect to such Shares solely all written consents with respect to the matters set forth Subject Shares at any and all meetings of the Equityholders or in Section 1 hereof. Individual intends this proxy connection with any action sought to be irrevocable and taken by written consent without a meeting. The Company agrees not to exercise the proxy granted herein for any purpose other than the purposes expressly described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest hereunder interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Equityholder, as applicable) until the Expiration Datetermination of the Merger Agreement and shall not be terminated by operation of law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2. Such Equityholder authorizes such attorney and proxy to substitute any other Person to act hereunder, hereby revokes to revoke any proxy previously granted by Individual with respect substitution and to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably file this proxy and power any substitution or revocation with the Secretary of attorney granted herein shall survive the death or incapacity of Individual and the obligations of Individual shall be binding on Individual’s heirs, personal representatives, successors, transferees and assignsAsh. Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Individual Such Equityholder hereby affirms that the proxy set forth in this Section 6 1.4 is given in connection with and granted in consideration of and as an inducement to Dogwood the Company to issue and sell to Individual enter into the Shares Merger Agreement and that such proxy is given to secure the obligations of Individual such Equityholder under Section 11.1. Notwithstanding anything contained herein The proxy set forth in this Section 1.4 is executed and intended to the contrarybe irrevocable, this irrevocable proxy shall automatically terminate subject, however, to its automatic termination upon the Expiration Date. ​termination of this Agreement pursuant to Section 4.2.