Common use of Irrevocable Proxy Clause in Contracts

Irrevocable Proxy. Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, as Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares, in a manner consistent with Section 3.01. Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon Stockholder’s execution and delivery of this Agreement. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with the execution of the Transaction Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon any termination of this Agreement pursuant to Section 4.10.

Irrevocable Proxy. Stockholder The Shareholder hereby irrevocably grants to, and appoints, Weyerhaeuserthe Company, and any individual designated in writing by Weyerhaeuserthe Company, and each of them individually, as Stockholderthe Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Stockholderthe Shareholder, to vote the its Subject Shares, or grant a consent or approval in respect of the its Subject Shares, in a manner consistent with Section 3.013.01 if the Shareholder has not voted such Subject Shares in a manner consistent with Section 3.01 at least five (5) Business Days prior to the applicable voting deadline. Stockholder The Shareholder understands and acknowledges that Weyerhaeuser is FSI and the Company are entering into the Transaction Merger Agreement in reliance upon Stockholderthe Shareholder’s execution and delivery of this Agreement. Stockholder The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Stockholder the Shareholder under this Agreement. Stockholder The Shareholder hereby further affirms that the irrevocable proxy set forth in this Section 3.02 is coupled with an interest and may under no circumstances be revoked. Stockholder The Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this applicable Laws governing irrevocable proxy set forth in this Section 3.02proxies. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholderthe Shareholder, upon any termination of this Agreement pursuant to Section 4.104.11.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, Crown and any individual designated in writing by Weyerhaeuserdesignee of Crown, and each of them individually, as the Stockholder’s proxy and attorney-in-fact (with full power of substitutionsubstitution and resubstitution), for and in the name, place and stead of the Stockholder, to vote the Subject SharesShares of the Stockholder, or grant a consent or approval in respect of the Subject Shares, Shares of the Stockholder in a manner consistent with this Section 3.013. The Stockholder understands and acknowledges that Weyerhaeuser Crown is entering into the Transaction Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 3(a) is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Stockholder shallNotwithstanding anything to the contrary herein, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding granted hereunder shall automatically terminate upon the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon any termination of this Agreement pursuant to Section 4.10Agreement.

Irrevocable Proxy. Each Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuserthe Company, and any individual designated in writing by Weyerhaeuserthe Company, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the its Subject Shares, or grant a consent or approval in respect of the its Subject Shares, in a manner consistent with Section 3.013.01 if such Stockholder has not voted such Subject Shares in a manner consistent with Section 3.01 at least five (5) Business Days prior to the applicable voting deadline. Each Stockholder understands and acknowledges that Weyerhaeuser the Company is entering into the Transaction Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy set forth in this Section 3.02 is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.104.11.

Irrevocable Proxy. Stockholder Such Limited Partner hereby irrevocably grants to, and appoints, WeyerhaeuserAbraxas, and any individual designated in writing by WeyerhaeuserAbraxas, and each of them individually, as Stockholdersuch Limited Partner’s proxy and attorney-in-fact (with full power of substitutionsubstitution and resubstitution), for and in the name, place and stead of Stockholderthe Limited Partner, to vote the Subject SharesUnits, or grant a consent or approval in respect of the Subject Shares, Units in a manner consistent with this Section 3.011.1. Stockholder Such Limited Partner understands and acknowledges that Weyerhaeuser Abraxas is entering into this Agreement and the Transaction Merger Agreement in reliance upon Stockholdersuch Limited Partner’s execution and delivery of this Agreement. Stockholder Such Limited Partner hereby affirms that the irrevocable proxy set forth in this Section 3.02 1.1 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Stockholder such Limited Partner under this Agreement. Stockholder Such Limited Partner hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Stockholder Such Limited Partner hereby ratifies and confirms all that such irrevocable the proxy and attorney-in-fact may lawfully do or cause to be done by virtue hereofthe matters set forth in this irrevocable proxy. Such irrevocable proxy is executed and intended to be irrevocable. The irrevocable in accordance with proxy granted hereunder shall automatically terminate upon the provisions termination of Section 212(e) this Agreement. Upon delivery of the DGCL. Stockholder shall, upon written request to do so by WeyerhaeuserAbraxas, each such Limited Partner shall as promptly as practicable execute and deliver to Weyerhaeuser Abraxas a separate written instrument or proxy that embodies the terms of this the irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon any termination of this Agreement pursuant to Section 4.101.1.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, WeyerhaeuserParent, and any individual designated in writing by WeyerhaeuserParent, and each of them individually, as the Stockholder’s proxy and attorney-in-fact (with full power of substitutionsubstitution and resubstitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares, Shares in a manner consistent with this Section 3.013(b). The Stockholder understands and acknowledges that Weyerhaeuser Parent is entering into the Transaction Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 3(b) is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable the proxy and attorney-in-fact may lawfully do or cause to be done by virtue hereofthe matters set forth in this irrevocable proxy. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Stockholder shall, The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement. Upon delivery of written request to do so by WeyerhaeuserParent, each such Stockholder shall as promptly as practicable execute and deliver to Weyerhaeuser Parent a separate written instrument or proxy that embodies the terms of this the irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon any termination of this Agreement pursuant to Section 4.103(b).

Irrevocable Proxy. Stockholder In order to secure the performance of such Securityholder’s obligations under this Agreement, by entering into this Agreement, such Securityholder hereby irrevocably grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, a proxy appointing such persons as StockholderPurchaser designates as such Securityholder’s proxy and attorney-in-fact (and proxy, with full power of substitution), for and in the his or her name, place and stead of Stockholderxxxxx, to vote vote, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 4.01 as such attorney-in-fact and proxy, in his or her sole discretion, deems proper with respect to such Securityholder’s Subject Shares until the termination of this Agreement in accordance with Section 5.03 hereof. Such Securityholder hereby revokes any and all previous proxies granted with respect to his or her Subject Shares, or grant a consent or approval in respect of the Subject Shares, in a manner consistent with Section 3.01. Stockholder understands Each Securityholder severally (and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon Stockholder’s execution and delivery of this Agreement. Stockholder not jointly) hereby affirms that the irrevocable proxy set forth in this Section 3.02 4.02 is given in connection with the execution of the Transaction Agreement, Merger Agreement and that such irrevocable proxy is given to secure granted in consideration of Purchaser entering into this Agreement and Purchaser and Merger Sub entering into the performance of the duties of Stockholder under this Agreement. Stockholder hereby further Merger Agreement and affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, except that this irrevocable proxy shall be revoked automatically, without any notice or other action by any person, upon the termination of this Agreement in accordance with Section 5.03 hereof. Stockholder Each Securityholder severally (and not jointly) hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such This proxy and power of attorney is irrevocable proxy and coupled with an interest and is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCLirrevocable. Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable Each Securityholder shall execute and deliver to Weyerhaeuser a separate written instrument or Purchaser any proxy cards that embodies such Securityholder receives to vote in favor of the terms adoption of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, Merger Agreement and the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon any termination of this Agreement pursuant to Section 4.10transactions contemplated thereby.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, WeyerhaeuserParent, and any individual designated in writing by WeyerhaeuserParent, and each of them individually, as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares, Shares in a manner consistent with this Section 3.013(b). The Stockholder understands and acknowledges that Weyerhaeuser Parent is entering into the Transaction Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 3(b) is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Stockholder shall, The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement. Upon delivery of written request to do so by WeyerhaeuserParent, each such Stockholder shall as promptly as practicable execute and deliver to Weyerhaeuser Parent a separate written instrument or proxy that embodies the terms of this the irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon any termination of this Agreement pursuant to Section 4.103(b).

Irrevocable Proxy. Stockholder hereby irrevocably grants to, and appoints, WeyerhaeuserParent, and any individual designated in writing by WeyerhaeuserParent, and each of them individually, as Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares, Shares in a manner consistent with this Section 3.014. Stockholder understands and acknowledges that Weyerhaeuser Parent is entering into the Transaction Merger Agreement in reliance upon Stockholder’s execution and delivery of this Agreement. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 4.2 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revokedrevoked except as specifically provided for herein. Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of Delaware Law. The irrevocable proxy granted hereunder shall automatically terminate upon the DGCLtermination of this Agreement. Upon the request of Parent, Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable practicable, execute and deliver to Weyerhaeuser Parent a separate written instrument or proxy in form and substance reasonably satisfactory to Parent that embodies the terms of this the irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon any termination of this Agreement pursuant to Section 4.104.2.

Irrevocable Proxy. Stockholder In order to secure the performance of the Securityholder’s obligations under this Agreement, by entering into this Agreement, the Securityholder hereby irrevocably grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, a proxy appointing such persons as StockholderPurchaser designates as the Securityholder’s proxy and attorney-in-fact (and proxy, with full power of substitution), for and in the his name, place and stead of Stockholderxxxxx, to vote vote, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 4.01 as such attorney-in-fact and proxy, in his or her sole discretion, deems proper with respect to the Securityholder’s Subject Shares until the termination of this Agreement in accordance with Section 5.03 hereof. The Securityholder hereby revokes any and all previous proxies granted with respect to his Subject Shares, or grant a consent or approval in respect of the Subject Shares, in a manner consistent with Section 3.01. Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon Stockholder’s execution and delivery of this Agreement. Stockholder The Securityholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 4.02 is given in connection with the execution of the Transaction Agreement, Merger Agreement and that such irrevocable proxy is given to secure granted in consideration of Purchaser entering into this Agreement and Purchaser and Merger Sub entering into the performance of the duties of Stockholder under this Agreement. Stockholder hereby further Merger Agreement and affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, except that this irrevocable proxy shall be revoked automatically, without any notice or other action by any person, upon the termination of this Agreement in accordance with Section 5.03 hereof. Stockholder The Securityholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such This proxy and power of attorney is irrevocable proxy and coupled with an interest and is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCLirrevocable. Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable The Securityholder shall execute and deliver to Weyerhaeuser a separate written instrument or Purchaser any proxy cards that embodies the terms Securityholder receives to vote in favor of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, adoption of the proxy Merger Agreement and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon any termination of this Agreement pursuant to Section 4.10the transactions contemplated thereby.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, WeyerhaeuserSumitomo, and any individual designated in writing by WeyerhaeuserSumitomo, and each of them individually, as the Stockholder’s proxy and attorney-in-fact attorney−in−fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares, or grant a consent or approval in respect Shares of the Subject Shares, Stockholder in a the manner consistent with contemplated by Section 3.014.01. The Stockholder understands and acknowledges that Weyerhaeuser Sumitomo is entering into the Transaction Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 4.02 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The Stockholder shall, upon written request by WeyerhaeuserSumitomo, as promptly as practicable execute and deliver deliver, or cause to Weyerhaeuser be executed and delivered, to Sumitomo a separate written instrument or proxy that embodies the terms of this the irrevocable proxy set forth in this Section 3.024.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by the Stockholder, upon any termination of this Agreement pursuant to Section 4.105.09.

Irrevocable Proxy. Subject to Section 3(b) above, the Stockholder hereby irrevocably grants to, and appoints, WeyerhaeuserParent, and any individual designated in writing by WeyerhaeuserParent, and each of them individually, as the Stockholder’s proxy and attorney-in-fact (with full power of substitutionsubstitution and including for purposes of Section 212 of the DGCL), for and in the name, place and stead of the Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares, in a manner consistent with Section 3.01this Agreement. The Stockholder understands and acknowledges that Weyerhaeuser Parent is entering into the Transaction Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 8 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may be revoked only under no the circumstances be revokedset forth in the last sentence of this Section 8. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCLApplicable Law. The Stockholder shall, upon written request by WeyerhaeuserParent, as promptly as practicable execute and deliver to Weyerhaeuser Parent a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.028. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by the Stockholder, upon the Expiration Date and Parent may terminate any termination of this Agreement proxy granted pursuant to this Section 4.108 at any time at its sole discretion by written notice to the Stockholder.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuserthe Company, and any individual designated in writing by Weyerhaeuserthe Company, and each of them individually, as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares, Shares in a manner consistent with this Section 3.013(a). The Stockholder understands and acknowledges that Weyerhaeuser the Company is entering into the Transaction Settlement Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 3(a)(4) is given in connection with the execution of the Transaction Settlement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Stockholder shall, The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement. Upon delivery of written request to do so by Weyerhaeuserthe Company, such Stockholder shall as promptly as practicable execute and deliver to Weyerhaeuser the Company a separate written instrument or proxy that embodies the terms of this the irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon any termination of this Agreement pursuant to Section 4.103(a)(4).

Irrevocable Proxy. In furtherance of Section 1, the Stockholder hereby irrevocably grants to, and appoints, WeyerhaeuserParent, and any individual designated in writing by WeyerhaeuserParent, and each of them individually, as Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Stockholder, to vote the Subject Sharesvote, act by written consent or grant a consent consent, proxy or approval with respect to the Shares in respect accordance with Section 1 hereof (i) at any meeting of the Subject Shares, stockholders of the Company called with respect to any of the matters specified in this Agreement and (ii) by execution of a manner consistent with Section 3.01written consent to action in lieu of any such meeting. The Stockholder understands and acknowledges that Weyerhaeuser Parent is entering into the Transaction Merger Agreement in reliance upon Stockholder’s on its execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 2 is given by it in connection with the execution of the Transaction Merger Agreement, that such proxy is irrevocable and that such irrevocable proxy is given to secure the performance of the its duties of Stockholder under this Agreement. Except as otherwise provided for herein, the Stockholder hereby further (i) affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Stockholder hereby , (ii) ratifies and confirms all that such irrevocable proxy the proxies appointed hereunder may lawfully do or cause to be done by virtue hereof. Such hereof and (iii) affirms that this irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 422 of the DGCLMichigan Business Corporation Act. Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms Notwithstanding any other provision of this Agreement, the irrevocable proxy set forth in this Section 3.02. Notwithstanding granted hereunder shall automatically terminate on the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon any termination of this Agreement pursuant to Section 4.104.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, WeyerhaeuserParent, and any individual designated in writing by WeyerhaeuserParent, and each of them individually, as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares, Shares in a manner consistent with this Section 3.013(a). The Stockholder understands and acknowledges that Weyerhaeuser Parent is entering into and causing Sub to enter into the Transaction Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 3(a)(4) is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Stockholder shall, The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement. Upon delivery of written request to do so by WeyerhaeuserParent, such Stockholder shall as promptly as practicable execute and deliver to Weyerhaeuser Parent a separate written instrument or proxy that embodies the terms of this the irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon any termination of this Agreement pursuant to Section 4.103(a)(4).

Irrevocable Proxy. Subject to the last sentence of Section 1.1 above, prior to the Termination Date, solely in the event of a failure by the Stockholder to act in accordance with Stockholder’s obligations at to voting pursuant to Section 1.1 no later than the third Business Day prior to any meeting at which stockholders of Parent will consider and vote on any of the matters described in Section 1.1, the Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuserthe Company, and any individual designated in writing by Weyerhaeuserthe Company, and each of them individually, as the Stockholder’s proxy and attorney-in-fact (with full power of substitutionsubstitution and including for purposes of Section 212 of the Delaware General Corporation Law, as amended), for and in the name, place and stead of the Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares, in a manner consistent with Section 3.01this Agreement. The Stockholder understands and acknowledges that Weyerhaeuser the Company is entering into the Transaction Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 1.8 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may be revoked only under no the circumstances be revokedset forth in the last sentence of this Section 1.8. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCLapplicable Law. The Stockholder shall, upon written request by Weyerhaeuserthe Company, as promptly as practicable execute and deliver to Weyerhaeuser the Company a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon any termination of this Agreement pursuant to Section 4.10.this

Irrevocable Proxy. Subject to the last sentence of Section 1.1 above, prior to the Termination Date, solely in the event of a failure by the Stockholder to act in accordance with Stockholder’s obligations as to voting pursuant to Section 1.1 no later than the third Business Day prior to any meeting at which stockholders of Parent will consider and vote on any of the matters described in Section 1.1, the Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuserthe Company, and any individual designated in writing by Weyerhaeuserthe Company, and each of them individually, as the Stockholder’s proxy and attorney-in-fact (with full power of substitutionsubstitution and including for purposes of Section 212 of the Delaware General Corporation Law, as amended), for and in the name, place and stead of the Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares, in a manner consistent with Section 3.01this Agreement. The Stockholder understands and acknowledges that Weyerhaeuser the Company is entering into the Transaction Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 1.8 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may be revoked only under no the circumstances be revokedset forth in the last sentence of this Section 1.8. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCLapplicable Law. The Stockholder shall, upon written request by Weyerhaeuserthe Company, as promptly as practicable execute and deliver to Weyerhaeuser the Company a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon any termination of this Agreement pursuant to Section 4.10.this

Irrevocable Proxy. Each Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, Parent and any individual designated in writing by Weyerhaeuserdesignee thereof, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Subject SharesShares in accordance with Section 2(a), in connection with any meeting of the stockholders of the Company or grant any action by written consent in lieu of a consent or approval meeting of stockholders of the Company. Each Stockholder represents that any proxies heretofore given in respect of the Subject Shares, in a manner consistent with Section 3.01if any, are revocable, and hereby revokes any such proxies. Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 2(b) is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Stockholder hereby further affirms that EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THIS LIMITED PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY. Each of the irrevocable proxy is coupled with an proxy, Parent’s interest and may under no circumstances be revoked. Stockholder hereby ratifies and confirms all that Parent’s appointment as such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with Stockholder’s attorney-in-fact shall automatically terminate upon the provisions of Section 212(e) of the DGCL. Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon any termination of this Agreement pursuant to Section 4.10.5(b). EXECUTION VERSION

Irrevocable Proxy. Such Stockholder hereby irrevocably grants to, and appoints, WeyerhaeuserParent, and any individual designated in writing by WeyerhaeuserParent, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the his, her or its Subject Shares, or grant a consent or approval in respect of the such Subject Shares, Shares in a manner consistent with this Section 3.013(a). Such Stockholder understands and acknowledges that Weyerhaeuser Parent is entering into and causing Merger Sub to enter into the Transaction Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 3(a)(4) is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Stockholder shall, The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement. Upon delivery of written request to do so by WeyerhaeuserParent, such Stockholder shall as promptly as practicable execute and deliver to Weyerhaeuser Parent a separate written instrument or proxy that embodies the terms of this the irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon any termination of this Agreement pursuant to Section 4.103(a)(4).

Irrevocable Proxy. Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, Parent and any individual designated in writing by Weyerhaeuserdesignee thereof, and each of them individually, as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject SharesShares in accordance with Section 2(a), in connection with any meeting of the stockholders of the Company or grant any action by written consent in lieu of a consent or approval meeting of stockholders of the Company. Stockholder represents that any proxies heretofore given in respect of the Subject Shares, in a manner consistent with Section 3.01. Stockholder understands if any, are revocable, and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon Stockholder’s execution and delivery of this Agreementhereby revokes any such proxies. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 2(b) is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. Stockholder hereby further affirms that EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THIS LIMITED PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY. Each of the irrevocable proxy is coupled with an proxy, Parent’s interest and may under no circumstances be revoked. Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with Parent’s appointment as Stockholder’s attorney-in-fact shall automatically terminate upon the provisions of Section 212(e) of the DGCL. Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon any termination of this Agreement pursuant to Section 4.106(b).