Common use of Irrevocable Proxy Clause in Contracts

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 record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all Company Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). 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 any substitution or revocation with the secretary of the Company. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent Twin Vee Co. as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all Company Stockholders Meetingsmeetings of Target Stockholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares in accordance with the provisions of Section 1.1 at any and all Company meetings of Target Stockholders Meetings or in connection with any action sought to be taken by written consent of Target Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of Target Stockholders or in connection with any action sought to be taken by written consent of Target Stockholders without a meeting. Parent 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, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this Agreement the Plan of Merger and shall not be terminated by operation of Law 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)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the CompanyTarget. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 1.5 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub Twin Vee Co. to enter into the Plan of Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the 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 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.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all meetings of the Company Stockholders MeetingsStockholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares in accordance with the provisions of Section 1.1 at any and all meetings of the Company Stockholders Meetings 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, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of the Company Stockholders or in connection with any action sought to be taken by written consent of the Company Stockholders without a meeting. Parent P▇▇▇▇▇ agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Law 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)4.2. Each The Stockholder authorizes such the attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the Company. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub Parent, the Company to enter into the Merger Agreement and that such the proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder (other than shares beneficially owned by the Stockholder that are held in the name of a bank, broker or nominee), the Stockholder shall take all action necessary to cause the record holder of the Subject Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.4 with respect to the Subject Shares.

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 the Subject Shares, other than the irrevocable proxy granted pursuant to that certain Amended and Restated Voting Agreement, dated as of June 10, 2016 (the “Voting Agreement”), by and among the Company and certain stockholders of the Company. Each Stockholder hereby irrevocably appoints Parent the Company, and any individual designated in writing by it, 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 Meetingsmeetings of the Alpine Stockholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, vote such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all Company meetings of the Alpine Stockholders Meetings or in connection with any action sought to be taken by written consent of the Alpine Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of the Alpine Stockholders or in connection with any action sought to be taken by written consent without a meeting. Parent 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, 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 earlier of (i) April 18, 2018 or (ii) termination of this the Merger Agreement and shall not be terminated by operation of Law 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)4.2. 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 any substitution or revocation with the secretary Secretary of the CompanyAlpine. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub the Company to enter into the Merger Agreement and that such proxy is given to secure the obligations of the such Stockholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2.

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 Covered Shares (other than pursuant to Section 1.9 of the Voting Agreement), hereby irrevocably constitutes and appoints Parent the then-acting chief executive officer of the Company as attorney-in-fact and proxy in accordance with the DGCL for and on behalf of such Stockholder’s behalf, for and in the such Stockholder’s name, place and stead stead, in the event that such Stockholder fails to comply in any material respect with his, her or its obligations hereunder in a timely manner, to vote the Covered Shares of such StockholderStockholder and grant all written consents thereto, to: (a) attend any and all Company Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in each case in accordance with the provisions of Section 1.1 1 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 and all Company Stockholders Meetings and (c) grant or withhold, or issue instructions to meeting held for the record holder to grant or withhold, in accordance with purpose of voting on the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreementforegoing. The foregoing proxy shall be deemed to be a proxy is coupled with an interest, is irrevocable (and and, with respect to any Stockholder that is an individual, as such shall survive and not be affected by the death, bankruptcy, incapacity, mental illness or insanity of such the Stockholder, as applicable) until prior to the termination of this Agreement Termination Date and shall not be terminated by operation of Law or upon the occurrence of any other event other than the following a termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)5. Each Stockholder authorizes such attorney attorney-in-fact and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the Company. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.4 4 is given in connection with and granted in consideration the execution by SWAG III of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the such Stockholder under Section 1.11. The irrevocable proxy set forth in this Section 4 is executed and intended to be irrevocable. Each Stockholder agrees not to grant any proxy that conflicts or is inconsistent with the proxy granted to the then-acting chief executive officer of the Company in this Agreement.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent Lumos as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all Company meetings of NewLink Stockholders Meetingsheld for the matters addressed in Section 1.1, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares solely in accordance with furtherance of the provisions of Section 1.1 at any and all Company meetings of NewLink Stockholders Meetings or in connection with any action sought to be taken by written consent of NewLink Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of NewLink Stockholders or in connection with any action sought to be taken by written consent of NewLink Stockholders without a meeting, in any case solely in furtherance of the provisions of Section 1.1. Parent Lumos agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this the Merger Agreement and shall not be terminated by operation of Law 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)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the CompanyNewLink. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 1.5 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub Lumos to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the 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.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each To secure the Stockholder’s obligation to vote the Subject Shares in accordance with this Agreement, the Stockholder hereby irrevocably appoints Parent Company as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all Company Stockholders Meetingsmeetings of the Voting Stockholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such vote the Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all Company meetings of the Voting Stockholders Meetings 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, in accordance 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. Parent Company agrees not to exercise the proxy granted herein in this Agreement for any purpose other than the purposes described in this Agreement. The foregoing proxy shall will be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall will survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this the Merger Agreement and shall will not be terminated by operation of Law 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)5.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunderunder this Agreement, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the Company. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 1.5 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub Company to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 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 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 Stockholder’s “Subject Shares” shall be deemed to be references to the Stockholder’s “Committed Restricted Shares.”

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent Monster as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all Company meetings of Innovate Stockholders Meetings, held for the matters addressed in Section 1.1; (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares solely in accordance with furtherance of the provisions of Section 1.1 at any and all Company meetings of Innovate Stockholders Meetings or in connection with any action sought to be taken by written consent of Innovate Stockholders without a meeting; and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of Innovate Stockholders or in connection with any action sought to be taken by written consent of Innovate Stockholders without a meeting, in any case solely in furtherance of the provisions of Section 1.1. Parent Monster agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this the Merger Agreement and shall not be terminated by operation of Law 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)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the CompanyInnovate. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 1.5 is given in connection with and granted in consideration of and as an inducement to Parent Monster and Monster Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the 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.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent Aravive as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all Company Stockholders Meetingsmeetings of Parent Stockholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares in accordance with the provisions of Section 1.1 at any and all Company meetings of Parent Stockholders Meetings or in connection with any action sought to be taken by written consent of Parent Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of Parent Stockholders or in connection with any action sought to be taken by written consent of Parent Stockholders without a meeting. Parent Aravive agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this Agreement the Plan of Merger and shall not be terminated by operation of Law 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)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the CompanyParent. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 1.5 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub Aravive to enter into the Plan of Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the 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 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.

Irrevocable Proxy. Each (i) Stockholder hereby revokes (or agrees to cause to be revokedA) irrevocably grants to, and appoints, Parent, and any voting proxies that such Stockholder has heretofore granted with respect to such Person designated in writing by Parent, and each of them individually, Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as proxy and attorney-in-fact and proxy for and on behalf (with full power of such Stockholdersubstitution), for and in the name, place and stead of such Stockholder, to: to vote all of the Covered Shares or grant a consent or approval in respect of the Covered Shares, in accordance with the terms of Section 2(a) hereof solely with respect to matters set forth in Sections 2(a)(i) – (avi) attend and (B) revokes any and all proxies heretofore given in respect of the Covered Shares. For the avoidance of doubt, nothing herein shall restrict Stockholder from voting or granting consents or approvals in respect of the Covered Shares for any matters other than those set forth in Sections 2(a)(i) – (vii). (ii) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Stockholder at any time during the Term (as defined below) to act as Stockholder’s attorney-in-fact and proxy to vote the Covered Shares, and to exercise all voting, consent and similar rights of Stockholder with respect to the Covered Shares (including the power to execute and deliver written consents) solely with respect to matters set forth in Sections 2(a)(i) – (vii), at every Company Stockholders MeetingsMeeting and in every written consent in lieu of such a meeting in accordance with the terms of Section 2(a) hereof. (iii) Stockholder hereby represents to Parent that any proxies heretofore given in respect of the Covered Shares are not irrevocable and that any such proxies are hereby revoked, (b) vote and Stockholder agrees to promptly notify the Company of such revocation. Stockholder hereby affirms that the irrevocable proxy granted herein is given in connection with the execution of the Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder hereby further affirms that the irrevocable proxy granted herein is coupled with an interest and may under no circumstances be revoked. Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or issue instructions cause to be done by virtue hereof. Without limiting the record holder to votegenerality of the foregoing, such Stockholder’s Subject Shares irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1.1 at 212 of the DGCL. If for any reason the proxy granted herein is not irrevocable, Stockholder agrees to vote the Covered Shares and all Company Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, take such other required actions in accordance with the provisions Section 2(a) hereof. (iv) During any period of Section 1.1, all written consents time in which Stockholder is relieved of its obligations with respect to the Subject Covered Shares in connection accordance with Section 2(b) hereof, then any action sought proxies granted pursuant to be taken by written consent without a meeting. Parent agrees not this Section 2(c) relating to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy Covered Shares shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). 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 any substitution or revocation with the secretary of the Company. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to 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 1.1suspended.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revokeda) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder Solely for the purpose of facilitating the enforcement of each Principal Shareholder's obligations under Section 3(d) of this Agreement, each Principal Shareholder hereby irrevocably appoints Parent as grants to, and appoints, Michael H. Kalb, Jason A. Leach and any other individual who s▇▇▇▇ ▇▇▇▇▇▇▇▇▇ be ▇▇▇▇▇▇▇▇▇▇ ▇▇ Acquisition Corp., such Principal Shareholder's proxy and attorney-in-fact and proxy for and on behalf (with full power of such Stockholdersubstitution), for and in the name, place and stead of such StockholderPrincipal Shareholder, to: 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 against any Acquisition Proposal (aincluding, without limitation, any Superior Proposal) attend and any and all Company Stockholders Meetings, Frustrating Transaction. (b) vote or issue instructions to Each Principal Shareholder represents that none of the record holder to voteproxies (if any) heretofore given in respect of any of the Principal Shareholder Shares of such Principal Shareholder are irrevocable, and each such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and Principal Shareholder agrees that all Company Stockholders Meetings and such proxies (if any) are hereby revoked. (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). 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 any substitution or revocation with the secretary of the Company. Each Stockholder Principal Shareholder hereby affirms that the proxy set forth granted by such Principal Shareholder in this Section 1.4 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 Parent and Merger Sub to enter into the Merger Agreement and that such proxy Acquisition Agreement, is given to secure the obligations performance of the Stockholder duties of such Principal Shareholder under Section 1.1this Agreement, and therefore is coupled with an interest.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent Innovate as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all Company meetings of Monster Stockholders Meetings, held for the matters addressed in Section 1.1; (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares solely in accordance with furtherance of the provisions of Section 1.1 at any and all Company meetings of Monster Stockholders Meetings or in connection with any action sought to be taken by written consent of Monster Stockholders without a meeting; and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of Monster Stockholders or in connection with any action sought to be taken by written consent of Monster Stockholders without a meeting, in any case solely in furtherance of the provisions of Section 1.1. Parent Innovate agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this the Merger Agreement and shall not be terminated by operation of Law 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)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the CompanyMonster. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 1.5 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub Innovate to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the 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.

Irrevocable Proxy. Each The Stockholder hereby revokes (or and agrees to take all actions necessary (to the extent this Agreement is insufficient) to cause to be revoked)) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all meetings of the Company Stockholders MeetingsStockholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such vote the Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 2.1 at any and all meetings of the Company Stockholders Meetings 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, in accordance consistent with the provisions of Section 1.12.1, all written consents with respect to the Subject Shares at any and all meetings of the Company Stockholders or in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this the Merger Agreement and shall not be terminated by operation of Law 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)5.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the Company. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 2.5 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Acquisition Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.12.1. The proxy set forth in this Section 2.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 5.2.

Irrevocable Proxy. (a) 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 Family Member hereby irrevocably constitutes and appoints Parent ODC as its exclusive attorney-in-fact and proxy (the "Proxy") to vote, or to execute and deliver written consents or otherwise act on their behalf, in any event in ODC's sole and 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 had personally signed such written consent or written consents, including, without 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 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 on behalf of such Stockholdervote the Proxy Shares in a Proxy vote at, for and in the name, place and stead of such Stockholder, to: (a) attend any and all Company Stockholders Meetingsmeetings of the stockholders of the Company, (b) vote or issue instructions and any adjournments thereof, and to the record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at execute any and all written consents of stockholders of the Company Stockholders Meetings and to be executed on or after this date for the purpose of a vote at which the Proxy Shares are entitled to vote. (c) grant or withholdEach Family Member hereby affirms that this Proxy is given as a condition of said Voting Agreement and as such is coupled with an interest and is irrevocable. (d) Attendance by a Family Member at any meeting of the stockholders of the Company at which there will be a Proxy vote, or issue instructions the provision of any notice with respect to or attempt to vote any Proxy Shares subject to this Voting Agreement, shall not constitute revocation of the record holder Proxy granted hereby. (e) Each Family Member shall cooperate with ODC to grant enable ODC to vote the Proxy Shares or withhold, in accordance with the provisions of Section 1.1, all give written consents with respect to the Subject Shares thereto in connection with any a Proxy vote and shall execute all such documentation and take all such action sought to be 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, is irrevocable (and as such shall survive and not be affected by ODC may reasonably request, in order to carry out the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination intention 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, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of the Company. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to 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 1.1Voting Agreement.

Irrevocable Proxy. (i) Each Stockholder hereby revokes (or agrees to cause to be revokedA) irrevocably grants to, and appoints, Parent, and any voting proxies that such Stockholder has heretofore granted with respect to Person designated in writing by Parent, and each of them individually, such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as proxy and attorney-in-fact and proxy for and on behalf (with full power of such Stockholdersubstitution), for and in the name, place and stead of such Stockholder, to: to vote all of the Covered Shares or grant a consent or approval in respect of the Covered Shares, in accordance with the terms of Section 2(a) hereof solely with respect to matters set forth in Sections 2(a)(i) – (avi) attend and (B) revokes any and all Company Stockholders Meetingsproxies heretofore given in respect of the Covered Shares. For the avoidance of doubt, nothing herein shall restrict any Stockholder from voting or granting consents or approvals in respect of the Covered Shares for any matters other than those set forth in Sections 2(a)(i) – (bvii). (ii) vote or issue instructions The attorneys-in-fact and proxies named above are hereby authorized and empowered by the relevant Stockholder at any time during the Term (as defined below) to the record holder to vote, act as such Stockholder’s Subject attorney-in-fact and proxy to vote the Covered Shares, and to exercise all voting, consent and similar rights of such Stockholder with respect to the Covered Shares (including the power to execute and deliver written consents) solely with respect to matters set forth in Sections 2(a)(i) – (vii), at every Company Stockholders Meeting and in every written consent in lieu of such a meeting in accordance with the terms of Section 2(a) hereof. (iii) Each Stockholder hereby represents to Parent that any proxies heretofore given in respect of the Covered Shares are not irrevocable and that any such proxies are hereby revoked, and each Stockholder agrees to promptly notify the Company of such revocation. Each Stockholder hereby affirms that the irrevocable proxy granted herein is given in connection with the execution of the Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy granted herein 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. Without limiting the generality of the foregoing, such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1.1 at 212 of the DGCL. If for any reason the proxy granted herein is not irrevocable, each Stockholder agrees to vote the Covered Shares and all Company Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, take such other required actions in accordance with the provisions Section 2(a) hereof. (iv) During any period of Section 1.1, all written consents time in which any Stockholder is relieved of its obligations with respect to the Subject Covered Shares in connection accordance with Section 2(b) hereof, then any action sought proxies of such Stockholder granted pursuant to be taken by written consent without a meeting. Parent agrees not this Section 2(c) relating to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy Covered Shares shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). 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 any substitution or revocation with the secretary of the Company. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to 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 1.1suspended.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent Threshold as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all Company Stockholders Meetingsmeetings of Molecular Stockholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares in accordance with the provisions of Section 1.1 at any and all Company meetings of Molecular Stockholders Meetings or in connection with any action sought to be taken by written consent of Molecular Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of Molecular Stockholders or in connection with any action sought to be taken by written consent of Molecular Stockholders without a meeting. Parent Threshold agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this the Merger Agreement and shall not be terminated by operation of Law 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)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the CompanyMolecular. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 1.5 is given in connection with and granted in consideration of and as an inducement to Parent Threshold and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the 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.

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 Shareholder hereby irrevocably constitutes and appoints the Parent as attorney-in-fact or any designee of the Parent the lawful agent, attorney and proxy for and on behalf of such StockholderShareholder during the term of this Agreement, for and to vote all of his, her or its Shares, at any meeting or in connection with any written consent of the name, place and stead of such Stockholder, to: Company's shareholders (a) attend any and all Company Stockholders Meetingsin favor of the Merger, (b) vote in favor of the Merger Agreement, as it may be modified or issue instructions amended from time to the record holder to votetime, such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all Company Stockholders Meetings and (c) grant against any Acquisition Transaction (as defined in the Merger Agreement) (other than the Merger) or withholdother merger, sale, or issue instructions other business combination between the Company and any other person or entity or any other action which would make it impractical for the Parent to effect a merger or other business combination of the record holder to grant or withhold, in accordance Company with the provisions Parent or Acquisition Sub, and (d) against any other action or agreement that would result in a breach of Section 1.1any covenant, all representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which would result in any of the Company's obligations under the Merger Agreement not being fulfilled. This proxy shall not authorize the Parent to vote the Shares (or execute a written consents consent) with respect to (a) the Subject Shares conversion of Company Preferred Stock (as defined in the Merger Agreement) into Company Common Stock, (b) the Spin-Off (as defined in the Merger Agreement), or (ii) any matters other than those specified in the preceding sentence which may be presented to the Company's shareholders at any meeting or in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). 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 any substitution or revocation with the secretary of the Company's shareholders. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 This power of attorney is given in connection with and irrevocable, is granted in consideration of and as an inducement to the Parent and Merger Sub to enter entering into the Merger Agreement and that is coupled with an interest sufficient in law to support an irrevocable power. This appointment shall revoke all prior attorneys and proxies appointed by any Shareholder at any time with respect to the Shares and no subsequent attorneys or proxies will be appointed by such proxy is given to secure the obligations of the Stockholder under Section 1.1Shareholder, or be effective, with respect thereto.

Irrevocable Proxy. Each Stockholder Equityholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder Equityholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each Stockholder Such Equityholder hereby irrevocably appoints Parent the Company, and any individual designated in writing by it, as attorney-in-fact and proxy for and on behalf of such StockholderEquityholder, for and in the name, place and stead of such StockholderEquityholder, to: (a) attend any and all Company Stockholders Meetingsmeetings of the Arrow Equityholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, vote such StockholderEquityholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all Company Stockholders Meetings meetings of the Arrow Equityholders or in connection with any action sought to be taken by written consent of the Arrow Equityholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of the Equityholders or in connection with any action sought to be taken by written consent without a meeting. Parent 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, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such StockholderEquityholder, as applicable) until the termination of this the Merger Agreement and shall not be terminated by operation of Law 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)4.2. Each Stockholder Such Equityholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the CompanyArrow. Each Stockholder Such Equityholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub the Company to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder such Equityholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2.

Irrevocable Proxy. Each Stockholder hereby revokes (i) LCP GP, in its capacity as the general partner of LCP LP, effective immediately upon LCP GP’s execution (in its capacity as the general partner of LCP LP) and delivery of this Agreement and without the need for any further action by LCP GP or agrees to cause to be revokedLCP LP, (A) irrevocably grants to, and appoints, Parent, Parent GP and any voting proxies that such Stockholder has heretofore granted with respect to such StockholderPerson designated in writing by Parent GP, and each of them individually, LCP LP’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as proxy and attorney-in-fact and proxy for and on behalf (with full power of such Stockholdersubstitution), for and in the name, place and stead of such StockholderLCP LP, to: to vote all of the Covered Units (aas defined in Section 7(s) attend any and all Company Stockholders Meetings, (bbelow) vote for grant a consent or issue instructions to approval in respect of the record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all Company Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withholdCovered Units, in accordance with the provisions terms of Section 1.11(a) and (B) revokes any and all proxies given in respect of the Covered Units prior to the date of this Agreement. (ii) The attorneys-in-fact and proxies named above are authorized and empowered by LCP GP, in its capacity as the general partner of LCP LP, at any time during the Term (as defined in Section 6(a) below) to act as LCP LP’s attorney-in-fact and proxy to vote the Covered Units, and to exercise all written consents voting, consent and similar rights of LCP LP with respect to the Subject Shares Covered Units (including the power to execute and deliver written consents) solely with respect to matters set forth in connection with any action sought to be taken by Section 1(a) at every meeting of the Limited Partners and in every written consent without in lieu of such a meetingmeeting in accordance with the terms of Section 1(a). (iii) LCP LP represents to the Parent Entities that any proxies given in respect of the Covered Units prior to the date of this Agreement are not irrevocable and that any such proxies are hereby revoked, and LCP GP, in its capacity as the general partner of LCP LP, agrees to promptly notify MLP of such revocation. Parent agrees not to exercise LCP LP affirms that the irrevocable proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). 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 any substitution or revocation with the secretary of the Company. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration the execution of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement and that such irrevocable proxy is given to secure the obligations performance of the Stockholder duties of LCP GP, on behalf of itself and in its capacity as the general partner of LCP LP, under this Agreement. LCP LP further affirms that the irrevocable proxy granted herein is coupled with an interest and may under no circumstances be revoked. LCP LP ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. (iv) The irrevocable proxy granted in this Section 1.11(b) shall automatically terminate upon termination of this Agreement in accordance with Section 6.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting and all previous proxies that such granted by Stockholder has heretofore granted with respect to Company Shares owned (whether beneficially or of record) by it as of the date of this Agreement. In the event, but only in the event, that Stockholder fails to comply with any of its obligations set forth in Section 1.01 with respect to the Required Votes (and Stockholder shall give prompt written notice of such Stockholder’s Subject Shares. Each failure in accordance with Section 5.04 and, in any event, before the closing of the voting at the Company Special Meeting with sufficient time to allow Acquiror to exercise its rights under this Section 1.03), then Stockholder hereby irrevocably appoints Parent grants to, and appoints, Acquiror and any designee of Acquiror (determined in Acquiror’s sole discretion) as Stockholder’s attorney-in-fact and proxy for proxy, with full power of substitution and on behalf of such Stockholderresubstitution, for and in the Stockholder’s name, place and stead of such Stockholder, to: (a) attend any and all Company Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all Company Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with any action sought cause to be taken voted (including by proxy or 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 interestconsent, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as if applicable) (until the termination of this Agreement in accordance with Section 5.03) any Company Shares owned (whether beneficially or of record) by Stockholder solely to the extent, and shall not be terminated in the manner, expressly set forth with respect to the Required Votes in Section 1.01. The proxy granted by operation of Law or Stockholder pursuant to this Section 1.03, if it becomes effective, and except upon the occurrence of any other event other than the termination of this Agreement pursuant to in accordance with Section 4.2 (5.03, is irrevocable and shall be terminated and revoked upon such termination). 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 any substitution or revocation with the secretary is granted in consideration of the CompanyAcquiror entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 such irrevocable proxy, if it becomes effective, is given in connection coupled with and granted in consideration an interest by reason of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement and, except upon the termination of this Agreement in accordance with Section 5.03, is intended to be irrevocable. Each Stockholder agrees, subject to this Section 1.03 and unless and until this Agreement is terminated in accordance with Section 5.03, to vote its Company Shares (including any New Company Shares) in accordance with Section 1.01(a) through Section 1.01(d) above. The parties agree that such proxy the foregoing is given to secure the obligations of the Stockholder under Section 1.1a voting agreement.

Irrevocable Proxy. Each Such 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 the Subject Shares. Each 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 MeetingsStockholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, vote such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 4.1 at any and all meetings of the Company Stockholders Meetings 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, in accordance consistent with the provisions of Section 1.14.1, all written consents with respect to the Subject Shares at any and all meetings of the Company Stockholders or in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this 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 (and shall be terminated and revoked upon such termination)5.2. Each Such Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the Company. Each Such Stockholder hereby affirms that the proxy set forth in this Section 1.4 4.5 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub Purchaser to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.14.1. The proxy set forth in this Section 4.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 5.2.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent the Company, and any individual designated in writing by the Company, as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all Company Stockholders Meetingsmeetings of the PTI Stockholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such vote the Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all Company meetings of PTI Stockholders Meetings or in connection with any action sought to be taken by written consent of PTI Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of PTI Stockholders or in connection with any action sought to be taken by written consent without a meeting. Parent The Company agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy proxy: (x) shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this Agreement and pursuant to Section 4.2; (y) shall not be terminated by operation of Law law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 4.2; and (z) shall revoke any and all prior proxies or powers of attorney granted by the Stockholder and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be terminated and revoked upon such termination)effective) by the Stockholder with respect thereto. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the CompanyPTI. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 1.5 is given in connection with and granted in consideration of and as an inducement to Parent the Company and Merger Sub Holdings to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2.

Irrevocable Proxy. Each Stockholder Shareholder, other than BLK, hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder Shareholder has heretofore granted with respect to such StockholderShareholder’s Subject Shares. Each Stockholder Shareholder Shares (excluding any proxies granted under the Company’s Organizational Documents or the Existing Company Governance Documents), hereby irrevocably constitutes and appoints Parent the Company as attorney-in-fact and proxy for the purposes of complying with the obligations hereunder in accordance with the Laws of the State of Delaware for and on behalf of such StockholderShareholder’s behalf, for and in the such Shareholder’s name, place and stead stead, in the event that such Shareholder fails to comply in any material respect with his, her or its obligations hereunder in a timely manner, to vote the Shareholder Shares of such Stockholder, to: Shareholder and grant all written consents thereto (a) attend any and all Company Stockholders Meetings, (b) vote or issue instructions including with respect to the record holder to voteCompany Written Consent), such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all Company Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withholdeach case, in accordance with the provisions of Section 1.1, all written consents Sections 1(a)(i) and (ii) and represent and otherwise act for such Shareholder in the same manner and with respect to the Subject Shares in connection with same effect as if such Shareholder were personally present at any action sought to be taken by written consent without a meeting. Parent agrees not to exercise meeting held for the proxy granted herein for any purpose other than of voting on the purposes described in this Agreementforegoing. The foregoing proxy shall be deemed to be a proxy is coupled with an interest, is irrevocable (and and, with respect to any Shareholder that is an individual, as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicablethe Shareholder) until the termination end of this Agreement the Restricted Period and shall not be terminated by operation of Law or upon the occurrence of any other event other than the following a termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)9.1. Each Stockholder Shareholder authorizes such attorney attorney-in-fact and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the Company. Each Stockholder Shareholder, other than BLK, hereby affirms that the irrevocable proxy set forth in this Section 1.4 2 is given in connection with and granted in consideration the execution by the Company of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement BCA and that such irrevocable proxy is given to secure the obligations of the Stockholder such Shareholder under Section 1.11. The irrevocable proxy set forth in this Section 2 is executed and intended to be irrevocable. Each Shareholder, other than BLK, agrees not to grant any proxy that conflicts or is inconsistent with the proxy granted to the Company in this Agreement. For the avoidance of doubt, this Section 2 shall not apply to BLK in any respects.

Irrevocable Proxy. Each Stockholder hereby revokes (a. Without limiting any other rights 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 remedies of Acquiror, each Stockholder hereby irrevocably appoints Parent Acquiror or any individual designated by Acquiror as the Stockholder’s agent, attorney-in-fact and proxy for (with full power of substitution and on behalf of such Stockholderresubstituting), for and in the name, place and stead of such the Stockholder, to: to attend on behalf of the Stockholder any meeting of the holders of Company Shares or other Covered Securities with respect to the matters described in Section 1, to include the Covered Securities in any computation for purposes of establishing a quorum at any such meeting of the holders of Company Shares or other Covered Securities, to vote (aor cause to be voted) attend the Covered Securities or consent (or withhold consent) with respect to any of the matters described in Section 1 in connection with any meeting of the holders of Company Shares or other Covered Securities or any action by written consent by the holders of Company Shares or other Covered Securities, in each case, in the event that the Stockholder fails to timely perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1. b. The proxy granted by each Stockholder pursuant to Section 2(a) is coupled with an interest sufficient in law to support an irrevocable proxy and is only granted in consideration for Acquiror entering into the Business Combination Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by each Stockholder pursuant to Section 2(a) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by each Stockholder and shall revoke any and all Company Stockholders Meetings, (b) prior proxies granted by each Stockholder with respect to the Covered Securities. The vote or issue instructions consent of the proxyholder in accordance with Section 2(a) and with respect to the record matters in Section 1 shall control in the event of any conflict between such vote or consent by the proxyholder of the Covered Securities and a vote or consent by each Stockholder of the Covered Securities (or any other Person with the power to vote the Covered Securities) with respect to the matters in Section 1. The proxyholder may not exercise the proxy granted pursuant to Section 2(a) on any matter except those provided in Section 1. For the avoidance of doubt, each Stockholder may vote the Covered Securities on all other matters, subject to, for the avoidance of doubt, the other applicable covenants, agreements and obligations set forth in this Agreement. c. Each Stockholder hereby (i) irrevocably and unconditionally waives any rights of appraisal, dissenter’s rights and any similar rights relating to the Business Combination Agreement and the consummation by the parties of the transactions contemplated thereby, including the Merger, that such Stockholder may have under applicable law (including Section 262 of the Delaware General Corporation Law or otherwise) (ii) agrees not to commence or participate in any claim, derivative or otherwise, against the Company, Acquiror, Merger Sub or any of their respective Affiliates relating to the negotiation, execution or delivery of this Agreement or the Business Combination Agreement (iii) acknowledges and consents to, on behalf of itself, and each other holder of Company Preferred Stock and irrevocably and unconditionally waives any and all rights such Stockholder may have with respect to, the automatic conversion of all outstanding shares of Company Preferred Stock into shares of Company Common Stock, with such conversion to vote, such Stockholder’s Subject Shares be in accordance with the provisions of Section 1.1 at any and all Company Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). 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 any substitution or revocation with the secretary terms of the Company. ’s Governing Documents and effective as of immediately prior to the Effective Time. d. Each Stockholder Stockholder, to the extent such Stockholder’s Covered Securities include Company Preferred Stock, hereby affirms that the proxy set forth in this Section 1.4 is given in connection with irrevocably waives, on behalf of themselves and granted in consideration each other holder of and as an inducement Company Preferred Stock, any right to Parent and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations any payments upon liquidation of the Stockholder under Section 1.1Company pursuant to the Company’s Governing Documents or any Contract.

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 the Subject SharesShares and the Contemplated Transactions. Each In the event and to the extent that Stockholder hereby fails to execute and deliver a proxy card or voting instructions to vote the Subject Shares in accordance with Section 1.1(a), Stockholder shall be deemed to have irrevocably appoints Parent appointed the Purchaser and any designee of the Purchaser 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 stockholders of the Company (including the Stockholders MeetingsMeeting) with respect to any of the matters specified in Section 1.1(a), (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares in accordance with the provisions of Section 1.1 1.1(a) at any and all meetings of the stockholders of the Company (including the Stockholders Meetings Meeting) or in connection with any action sought to be taken by written consent of stockholders of the Company without a meeting, and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.11.1(a), all written consents with respect to the Subject Shares at any and all meetings of the stockholders of the Company (including the Stockholders Meeting) or in connection with any action sought to be taken by written consent of stockholders of the Company without a meeting. Parent The Purchaser agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Law 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)4.2. 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 any substitution or revocation with the secretary President of the Company. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Parent Purchaser and Merger Sub the Company to enter into the Merger Asset Purchase Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.11.1(a). With respect to any Subject Shares that are owned beneficially by a 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 Subject Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.4 with respect to such Subject Shares.

Irrevocable Proxy. Each 4.1 The Stockholder hereby revokes (or and agrees to cause to be revoked) any voting proxies all proxies, if any, that such Stockholder it has heretofore granted with respect to such Stockholder’s its Subject Shares. Each The Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, until the end of the Agreement Period, for and in the name, place and stead of such Stockholder, to: : (a) attend any and all Company Stockholders Stockholder Meetings, ; (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, vote such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 Article 3 at any and all Company Stockholders Meetings and Stockholder Meetings; and (c) if applicable, grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1Article 3, all written consents with respect to the Subject Shares in connection with at any action sought to be 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 Agreementand all Company Stockholder Meetings or otherwise. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination end of this the Agreement Period and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)12.4. Each The Stockholder authorizes such attorney and proxy to substitute any other Person Person(s) to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the Company. Each The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.4 4 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Acquisition Sub to enter entering into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the such Stockholder under Section 1.13.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent Celladon as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all Company Stockholders Meetingsmeetings of Eiger Stockholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such vote the Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all Company meetings of Eiger Stockholders Meetings or in connection with any action sought to be taken by written consent of Eiger Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of Eiger Stockholders or in connection with any action sought to be taken by written consent without a meeting. Parent Celladon agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this the Merger Agreement and shall not be terminated by operation of Law 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)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the CompanyEiger. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 1.5 is given in connection with and granted in consideration of and as an inducement to Parent Celladon and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees In order to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to secure the performance of such Stockholder’s Subject Shares. Each obligations under this Agreement, by entering into this Agreement, such Stockholder hereby irrevocably appoints Parent grants a proxy appointing each executive officer of Acquisition Sub as such Stockholder’s attorney-in-fact and proxy for proxy, with full power of substitution and on behalf of such Stockholderresubstitution, for and in the its name, place and stead of such Stockholder, to: (a) attend any and all Company Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, express consent or dissent, or otherwise to utilize such Stockholder’s voting power to the full extent of such Stockholders’ voting rights with respect to all such Stockholders’ Subject Shares Securities (which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of Section 212 of the DGCL) to vote, and to execute written consents with respect to, all such Stockholders’ Subject Securities solely on the matters described in Section 4.1. Such Stockholder hereby further affirms that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done pursuant to the terms hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1.1 at 212 of the DGCL. Notwithstanding the foregoing, the proxy granted by such Stockholder pursuant to this Section 4.3 shall automatically terminate, without any notice or other action by any person, upon termination of this Agreement in accordance with its terms. Such Stockholder hereby revokes any and all Company Stockholders Meetings and (c) grant or withhold, or issue instructions previous proxies granted with respect to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents its Subject Securities with respect to the Subject Shares matters described in connection with Section 4.1. Such Stockholder agrees to execute any action sought further agreement or form reasonably necessary or appropriate to be taken by written consent without a meeting. Parent agrees not to exercise confirm and effectuate the grant of the proxy granted herein for any purpose other than the purposes described in this Agreementcontained herein. The foregoing Such proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by automatically terminate upon the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the valid termination of this Agreement and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)in accordance with its terms. Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file Parent may terminate this proxy and with respect to a Stockholder at any substitution or revocation with the secretary of the Company. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement time at its sole election by written notice provided to 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 1.1Stockholder.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent Apollo as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all Company meetings of Lpath Stockholders Meetingsheld for the matters addressed in Section 1.1, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such vote the Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all Company meetings of Lpath Stockholders Meetings or in connection with any action sought to be taken by written consent of Lpath Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of Lpath Stockholders or in connection with any action sought to be taken by written consent without a meeting. Parent 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, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this the Merger Agreement and shall not be terminated by operation of Law 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)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the CompanyLpath. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub Apollo to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2.

Irrevocable Proxy. Each Stockholder The Shareholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder the Shareholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each Stockholder The Shareholder hereby irrevocably appoints Parent the Company, and any individual designated in writing by the Company, as attorney-in-fact and proxy for and on behalf of such Stockholderthe Shareholder, for and in the name, place and stead of such Stockholderthe Shareholder, to: (a) attend any and all meetings of the Company Stockholders MeetingsShareholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholdervote the Shareholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all meetings of Company Stockholders Meetings Shareholders or in connection with any action sought to be taken by written consent of Company Shareholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of Company Shareholders or in connection with any action sought to be taken by written consent without a meeting. Parent The Company agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy proxy: (x) shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholderthe Shareholder, as applicable) until the termination of this Agreement and pursuant to Section 4.2; (y) shall not be terminated by operation of Law law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 4.2; and (z) shall revoke any and all prior proxies or powers of attorney granted by the Shareholder and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be terminated and revoked upon such termination)effective) by the Shareholder with respect thereto. Each Stockholder The Shareholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the Company. Each Stockholder The Shareholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub the Company to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder Shareholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2.

Irrevocable Proxy. Each Stockholder Holder hereby revokes (any and all other proxies, consents or powers of attorney in respect of any Covered Shares and agrees to cause to be revoked) any voting proxies that that, during the Restricted Period, such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder Holder hereby irrevocably appoints Parent the Company or any individual designated by the Company as such Holder’s agent, attorney-in-fact and proxy for (with full power of substitution and on behalf of such Stockholderresubstitution), for and in the name, place and stead of such StockholderHolder, to: to vote (aor cause to be voted) attend any and all Company Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such StockholderHolder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all Company Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withholdCovered Shares, in accordance with the provisions of manner set forth in Section 1.1, all written consents with respect to the Subject Shares at any Stockholder Meeting, however called, or in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise of the proxy granted herein for any purpose other than stockholders of the purposes described in this AgreementBuyer. The foregoing proxy shall be deemed to be power of attorney granted by each Holder hereunder is a proxy durable power of attorney coupled with an interest, is irrevocable (interest and as such shall survive and not be affected by the death, incapacity, mental illness illness, bankruptcy, dissolution or insanity other inability to act of any Holder. With respect to Covered Shares as to which any Holder is the beneficial owner but not the holder of record, such Holder shall cause any holder of record of such Stockholder, Covered Shares to grant to the Company or any individual designated by the Company a proxy to the same effect as applicable) until that described in this Section 1.2. The exercise of the termination foregoing proxy shall not relieve any Holder from any liability hereunder for failing to comply with the terms 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)Agreement. 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 any substitution or revocation with the secretary of the Company. Each Stockholder Holder hereby affirms that the proxy set forth in this Section 1.4 1.2 is given irrevocable, is coupled with an interest sufficient in connection with law to support an irrevocable proxy, and is granted in consideration of and as an inducement to Parent and Merger Sub to enter the QualTek Parties entering into the Merger Business Combination Agreement; provided, that, for the avoidance of doubt, the proxy set forth in this Section 1.2 shall terminate automatically upon termination of this Agreement and that such proxy is given to secure the obligations in accordance with Section 5. The vote of the Stockholder under proxyholder in accordance with this Section 1.11.2 shall control in any conflict between the vote by the proxyholder of any Holder’s Covered Shares in accordance with this Section 1.2 and a vote by the applicable Holder of such Holder’s Covered Shares.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder For so long as this Agreement has heretofore granted not been validly terminated in accordance with respect to such Stockholder’s Subject Shares. Each Section 5.2, each Stockholder hereby irrevocably appoints Parent (and any Person (as defined below) or Persons designated by Parent) as its attorney-in-fact and proxy for with full power of substitution and on behalf resubstitution, to the full extent of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and ’s voting rights with respect to all Company Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all Company Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the which proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder) and which appointment is coupled with an interest, as applicableincluding for purposes of Section 212 of the DGCL) until to vote (or issue instructions to the termination record holder to vote), and to execute (or issue instructions to the record holder to execute) written consents with respect to, all such Stockholder’s Subject Shares solely on the matters described in, and in accordance with the provisions of Section 1.1. For purposes of this Agreement, “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. This proxy is coupled with an interest, was given to secure the obligations 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 such Stockholder with respect to the Subject Shares that covers matters addressed by this Agreement. Such proxy shall not be terminated by operation of Law any applicable law or upon the occurrence of any other event other than upon the valid termination of this Agreement pursuant to in accordance with 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, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of the Company. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to 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 1.15.2.

Irrevocable Proxy. Each The Stockholder hereby revokes (or and agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to the Subject Shares. Solely with respect to the matters described in Section 1.1(a), while this Agreement is in effect, such Stockholder hereby irrevocably grants to, and appoints, the Seller and any designee thereof, as such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as proxy and attorney-in-fact and proxy for and on behalf of such Stockholderfact, for and in the name, place and stead of such Stockholder, to: to (ai) attend any and all Company Stockholders Meetingsmeeting of the stockholders of the Seller on behalf of such Stockholder with respect to the matters set forth in Section 1.1(a), (bii) vote or issue instructions to the record holder to vote, cause such Stockholder’s Subject Shares in accordance with the provisions to be counted as present for purposes of Section 1.1 establishing a quorum at any and all Company Stockholders Meetings such meeting and (ciii) vote all Vote Shares, or grant or withholdwithhold a consent or approval in respect of the Vote Shares, or issue instructions to the record holder of such Stockholder’s Vote Shares to grant or withholddo any of the foregoing, in accordance connection with any meeting of the stockholders of the Seller or any action by written consent in lieu of a meeting of the stockholders of the Seller with respect to the matters set forth in Section 1.1(a), in a manner consistent with the provisions of Section 1.11.1(a). Such Stockholder authorizes such proxy and attorney-in-fact to substitute any other Person to act hereunder, all written consents to revoke any substitution and to file this proxy and any substitution or revocation with respect to the Subject Shares Secretary of the Seller. Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.1(b) is given in connection with any action sought the execution of the Stock Purchase Agreement and granted in consideration of and as an inducement to be taken by written consent without a meetingthe Seller and the Purchaser to enter into the Stock Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement, subject to the termination of this Agreement pursuant to Section 4.2. Parent agrees not to exercise Such Stockholder hereby further affirms that the proxy granted herein for any purpose other than the purposes described set forth in this Agreement. The foregoing proxy shall be deemed to be a proxy Section 1.1(b) is coupled with an interest, is intended to be irrevocable (and as such shall survive and shall not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until ), subject, however, to its automatic termination upon the termination 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 (and shall be terminated and revoked upon such termination)4.2. Each Stockholder authorizes such attorney and proxy The Seller agrees not to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of the Company. Each Stockholder hereby affirms that exercise the proxy set forth granted herein for any purpose other than the purposes described in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1Agreement.

Irrevocable Proxy. Each Stockholder The Supporting Holders hereby revokes revoke (or agrees agree to cause to be revoked) any voting proxies that such Stockholder has the Supporting Holders have heretofore granted with respect to such Stockholder’s the Subject Shares. Each Stockholder The Supporting Holders hereby irrevocably appoints Parent and unconditionally appoint STPC, or any other individual designated by STPC with advance written notice to the Supporting Holders, and each individually, as attorney-in-fact and proxy proxy, with full power of substitution, for and on behalf of such Stockholderthe Supporting Holders, for and in the name, place and stead of such Stockholderthe Supporting Holders, to: (a) attend any and all Company Stockholders Meetingsmeetings of the Supporting Holders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Supporting Holders’ Subject Shares in accordance with the provisions of Section 1.1 at any and all Company Stockholders Meetings meetings of the Supporting Holders or in connection with any action sought to be taken by written consent of the Supporting Holders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of the Supporting Holders or in connection with any action sought to be taken by written consent of the Supporting Holders without a meeting. Parent agrees not The foregoing proxy is limited solely to exercise the proxy granted herein for any purpose voting of each Supporting Holder’s Subject Shares or taking other than actions with respect thereto solely in order to cause the purposes described Stockholder to perform the covenants set forth in this AgreementSection 1.1 if and to the extent that such Supporting Holder otherwise fails to do so. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholderany Supporting Holder, as applicable) until the termination of this Agreement pursuant to Section 5.2 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 (and shall be terminated and revoked upon such termination)5.2. Each Stockholder authorizes The Supporting Holders authorize such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the CompanySTPC. Each Stockholder The Supporting Holders hereby affirms affirm that the proxy set forth in this Section 1.4 4.5 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub STPC to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder Supporting Holders under Section 1.1. The proxy set forth in this Section 4.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 5.2.

Irrevocable Proxy. Each Stockholder Equityholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder Equityholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each Stockholder Such Equityholder hereby irrevocably appoints Parent the Company, and any individual designated in writing by it, as attorney-in-fact and proxy for and on behalf of such StockholderEquityholder, for and in the name, place and stead of such StockholderEquityholder, to: (a) attend any and all Company Stockholders Meetingsmeetings of the Ash Equityholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, vote such StockholderEquityholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all Company Stockholders Meetings 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 (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of the Equityholders or in connection with any action sought to be taken by written consent without a meeting. Parent 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, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such StockholderEquityholder, as applicable) until the termination of this the Merger Agreement and shall not be terminated by operation of Law 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)4.2. Each Stockholder Such Equityholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the CompanyAsh. Each Stockholder Such Equityholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub the Company to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder such Equityholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2.

Irrevocable Proxy. Each The Stockholder hereby revokes (or and agrees to cause to be revoked) any voting proxies all proxies, if any, that such Stockholder it has heretofore granted with respect to such Stockholder’s the Subject SharesShares that otherwise would conflict with the proxy contemplated by this Section 4. Each Solely with respect to the matters described in Section 3, the Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such the Stockholder, until the end of the Agreement Period, for and in the name, place and stead of such the Stockholder, to: : (a) attend any and all Company Stockholders Stockholder Meetings, ; (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares in accordance with the provisions of Section 1.1 3 at any and all Company Stockholders Meetings and Stockholder Meetings; and (c) if applicable, grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.13, all written consents with respect to the Subject Shares in connection with at any action sought to be 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 Agreementand all Company Stockholder Meetings or otherwise. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination end of this the Agreement Period, and shall not be terminated by operation of Law 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 termination12(m). Each The Stockholder authorizes such attorney and proxy to substitute any other Person Person(s) to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the Company. Each The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.4 4 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub to enter Purchaser entering into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Stockholder under Section 1.13.

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 Stockholder Shares. Each Stockholder , hereby irrevocably constitutes and appoints Parent as attorney-in-fact and proxy in accordance with the DGCL for and on behalf of such Stockholder’s behalf, for and in the such Stockholder’s name, place and stead of such Stockholderstead, to: (a) attend any and all Company Stockholders Meetings, meetings of the stockholders of the Company; (b) vote or issue instructions to the record holder to vote, Stockholder Shares of such Stockholder’s Subject Shares Stockholder in accordance with the provisions of Section 1.1 Sections 1(a)(ii) and (iii) at any and all Company Stockholders Meetings such meeting; and (c) grant or withhold, or issue instructions to represent and otherwise act for such Stockholder in the record holder to grant or withhold, in accordance same manner and with the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with same effect as if such Stockholder were personally present at any action sought to be taken by written consent without a such 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 is coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination end of this Agreement the Restricted Period and shall not be terminated by operation of Law or upon the occurrence of any other event other than the following a termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)5.15. Each Stockholder authorizes such attorney attorney-in-fact and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the Company. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.4 2 is given in connection with and granted in consideration the execution by Parent of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the such Stockholder under Section 1.11. The irrevocable proxy 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 proxy granted to Parent in this Agreement.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each In the event, but only in the event, that the Stockholder fails to comply with any of its obligations set forth in Section 1.1 at the applicable meeting of Katapult Stockholders or in connection with an applicable action sought to be taken by written consent of Katapult Stockholders without a meeting, then in such event the Stockholder hereby irrevocably appoints Parent each of CCFI and ▇▇▇▇▇’s, and any individual designated in writing by CCFI or ▇▇▇▇▇’s, as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all Company such meetings of Katapult Stockholders Meetingswhere the Stockholder’s obligations set forth in Section 1.1 are applicable, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares in accordance with the provisions of Section 1.1 at any and all Company such meetings of Katapult Stockholders Meetings or in connection with any such action(s) sought to be taken by written consent of Katapult Stockholders without a meeting where the Stockholder’s obligations set forth in Section 1.1 are applicable and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of Katapult Stockholders or in connection with any action sought to be taken by written consent without a meetingmeeting where the Stockholder’s obligations set forth in Section 1.1 are applicable. Parent CCFI and ▇▇▇▇▇’s each agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this AgreementAgreement and for the avoidance of doubt, the Stockholder shall at all times retain the right to vote the Stockholder’s Subject Shares (or to direct how such Subject Shares shall be voted) in the Stockholder’s sole discretion on matters other than the matters in Section 1.1. The foregoing proxy proxy: (x) shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this Agreement and pursuant to Section 4.2; (y) shall not be terminated by operation of Law law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 4.2; and (z) shall revoke any and all prior proxies or powers of attorney granted by the Stockholder and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be terminated and revoked upon such termination)effective) by the Stockholder with respect thereto. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the CompanyKatapult. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Parent CCFI and Merger Sub ▇▇▇▇▇’s to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2.

Irrevocable Proxy. Each Solely in the event of a failure by the Stockholder hereby revokes (or agrees to cause act in accordance with its obligations pursuant to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Section 1.1 of this Agreement, the Stockholder hereby irrevocably appoints Parent KBL, and any individual designated in writing by it, as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all Company Stockholders Meetingsvote, (b) vote express consent or dissent or issue instructions to the record holder to vote, such vote the Stockholder’s Subject Shares Securities in accordance with the provisions of Section 1.1 at any and all meetings of the Company Stockholders Meetings or in connection with any action sought to be taken by written consent of the Company Stockholders without a meeting and (cb) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares Securities at any and all meetings of the Company Stockholders or in connection with any action sought to be taken by written consent without a meeting. Parent KBL 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, revokes any and all prior proxies granted with respect to the Subject Securities, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the earlier of (i) December 9, 2019 or (ii) termination of this the Business Combination Agreement and shall not be terminated by operation of Law 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)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the CompanyKBL. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub KBL to enter into the Merger Business Combination Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent the Company, and any individual designated in writing by it, as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all Company Stockholders Meetingsmeetings of the Nivalis Stockholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such vote the Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all Company meetings of the Nivalis Stockholders Meetings 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 (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of the Nivalis Stockholders or in connection with any action sought to be 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. Parent 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, 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 termination of this the Merger Agreement and shall not be terminated by operation of Law 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)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the CompanyNivalis. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub the Company to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent Galena as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all Company Stockholders Meetingsmeetings of Sellas Stockholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares in accordance with the provisions of Section 1.1 at any and all Company meetings of Sellas Stockholders Meetings or in connection with any action sought to be taken by written consent of Sellas Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of Sellas Stockholders or in connection with any action sought to be taken by written consent of Sellas Stockholders without a meeting. Parent Galena agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this Agreement the Plan of Merger and shall not be terminated by operation of Law 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)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the CompanySellas. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 1.5 is given in connection with and granted in consideration of and as an inducement to Parent Galena, Holdings I, Holdings II and Merger Sub to enter into the Plan of Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the 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 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.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such the Subject Shares that would prohibit or restrict the Stockholder’s ability to comply with Section 1.1 of this Agreement. Subject to the terms of this Agreement, and only (i) until the Expiration Time, at which time this proxy shall automatically be revoked, and (ii) with respect the Subject Shares. Each , the Stockholder hereby irrevocably appoints Parent the Company, acting by any officer of the Company designated in writing by the Company, as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, solely to: (a) attend any and all Company meetings of the Restoration Robotics Stockholders Meetings, to the extent such meeting is called with respect to the matters specified in Section 1.1; (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such vote the Stockholder’s Subject Shares solely in accordance with the provisions of Section 1.1 at any and all Company meetings of the Restoration Robotics Stockholders Meetings or in connection with any action Restoration Robotics seeks to take by written consent of the Restoration Robotics Stockholders without a meeting; and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of the Restoration Robotics Stockholders or in connection with any action sought Restoration Robotics seeks to be taken take by written consent without a meeting, in any case solely in furtherance of the provisions of Section 1.1. Parent The Company and any officer of the Company designated in writing by the Company, as attorney-in-fact, agrees not to exercise the proxy granted herein for any purpose other than the purposes expressly described in Section 1.1 of this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination earlier to occur of (x) the Effective Time, (y) such date and time as the Merger Agreement shall be terminated pursuant to Section 9 thereof or otherwise, or (z) upon mutual written agreement of the parties to terminate this Agreement Agreement; and shall not be terminated by operation of Law 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)or this Section 1.4. Each The Stockholder authorizes such attorney and proxy to substitute any other Person person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the CompanyRestoration Robotics. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with with, and granted in consideration of of, and as an inducement to Parent and Merger Sub the Company to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, provided, however, that this irrevocable proxy shall automatically terminate upon the Expiration Time.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent Miragen as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all Company meetings of Signal Stockholders Meetingsheld for the matters addressed in Section 1.1, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares solely in accordance with furtherance of the provisions of Section 1.1 at any and all Company meetings of Signal Stockholders Meetings or in connection with any action sought to be taken by written consent of Signal Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of Signal Stockholders or in connection with any action sought to be taken by written consent of Signal Stockholders without a meeting, in any case solely in furtherance of the provisions of Section 1.1. Parent Miragen agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this the Merger Agreement and shall not be terminated by operation of Law 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)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the CompanySignal. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 1.5 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub Miragen to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the 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.

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 Shares (other than pursuant to Section 9(h) of the Voting Agreement), hereby irrevocably constitutes and appoints Parent Acquiror as attorney-in-fact and proxy in accordance with the DGCL for and on behalf of such Stockholder’s behalf, for and in the such Stockholder’s name, place and stead stead, in the event that such Stockholder fails to comply in any material respect with his, her or its obligations hereunder in a timely manner, to vote the Stockholder Shares of such StockholderStockholder and grant all written consents thereto, to: (a) attend any and all Company Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in each case in accordance with the provisions of Section 1.1 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 and all Company Stockholders Meetings and (c) grant or withhold, or issue instructions to meeting held for the record holder to grant or withhold, in accordance with purpose of voting on the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreementforegoing. The foregoing proxy shall be deemed to be a proxy is coupled with an interest, is irrevocable (and and, with respect to any Stockholder that is an individual, as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination end of this Agreement the Restricted Period and shall not be terminated by operation of Law or upon the occurrence of any other event other than the following a termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)6.13. Each Stockholder authorizes such attorney attorney-in-fact and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the Company. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.4 2 is given in connection with and granted in consideration the execution by Acquiror of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the such Stockholder under Section 1.11. The irrevocable proxy 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 proxy granted to Acquiror in this Agreement.

Irrevocable Proxy. (a) Each Stockholder hereby revokes (or agrees to cause to be revokedA) irrevocably grants to, and appoints, the Company and any voting proxies that such Stockholder has heretofore granted with respect to person designated in writing by the Company, and each of them individually, such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as proxy and attorney-in-fact and proxy for and on behalf (with full power of such Stockholdersubstitution), for and in the name, place and stead of such Stockholder, to: (a) attend any and to vote all Company Stockholders Meetings, (b) vote or issue instructions to of the record holder to vote, such Stockholder’s Subject Shares or grant a consent or approval in accordance with respect of the provisions of Section 1.1 at any and all Company Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withholdSubject Shares, in accordance with the provisions terms of Section 1.11.01 hereof, solely with respect to matters set forth in Section 1.01(A) – (E) hereof, and (B) revokes any and all written proxies heretofore given in respect of the Subject Shares. For the avoidance of doubt, nothing herein shall restrict a Stockholder from voting or granting consents or approvals in respect of the Subject Shares for any matters other than those set forth in Sections 1.01(A) – (E) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by each Stockholder at any time after the date hereof and prior to the termination of this Agreement to act as Stockholder’s attorney-in-fact and proxy to vote the Subject Shares, and to exercise all voting, consent and similar rights of Stockholder with respect to the Subject Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in connection with any action sought to be taken by Sections 1.01(A) – (E) hereof at every Company Stockholder Meeting and in every 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, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity lieu of such Stockholder, as applicablea meeting in accordance with the terms of Section 1.01 hereof. (c) until the termination of this Agreement and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy hereby represents to substitute Buyer that any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary proxies heretofore given in respect of the CompanySubject Shares are not irrevocable and that any such proxies are hereby revoked, and Stockholder agrees to promptly notify the Company of such revocation. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.4 granted herein is given in connection with and granted in consideration the execution of and as an inducement to Parent and Merger Sub to enter into the Merger Purchase Agreement and that such irrevocable proxy is given to secure the obligations performance of the duties of Stockholder under this Agreement. Stockholder hereby further affirms that the irrevocable proxy granted herein is coupled with an interest and may under no circumstances be revoked. Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. If for any reason the proxy granted herein is not irrevocable, Stockholder agrees to vote the Subject Shares in accordance with Section 1.11.01 hereof, solely with respect to matters set forth in Section 1.01(A) – (E) hereof.

Irrevocable Proxy. Each Stockholder Shareholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder Shareholder has heretofore granted with respect to such Stockholder’s Subject his, her or its Shareholder Shares. Each Stockholder , hereby irrevocably constitutes and appoints Parent the Company as attorney-in-fact and proxy for the purposes of complying with the obligations hereunder for and on behalf of such StockholderShareholder’s behalf, for and in the such Shareholder’s name, place and stead stead, in the event that such Shareholder fails to comply in any material respect with his, her or its obligations hereunder in a timely manner, to vote the Shareholder Shares of such Stockholder, to: (a) attend any Shareholder and grant all Company Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares written consents thereto in each case in accordance with the provisions of Section 1.1 1(a)(i) and (ii), and to represent and otherwise act for such Shareholder in the same manner and with the same effect as if such Shareholder were personally present at any and all Company Stockholders Meetings and (c) grant or withhold, or issue instructions to meeting held for the record holder to grant or withhold, in accordance with purpose of voting on the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreementforegoing. The foregoing proxy shall be deemed to be a proxy is coupled with an interest, is irrevocable (and and, with respect to any Shareholder that is an individual, as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicablethe Shareholder) until the termination end of this Agreement the Restricted Period and shall not be terminated by operation of Law or upon the occurrence of any other event other than the following a termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)6.13. Each Stockholder Shareholder authorizes such attorney attorney-in-fact and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of the Company. Each Stockholder Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.4 2 is given in connection with and granted in consideration the execution by the Company of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement BCA and that such irrevocable proxy is given to secure the obligations of the Stockholder such Shareholder under Section 1.11. The irrevocable proxy set forth in this Section 2 is executed and intended to be irrevocable. Each Shareholder agrees not to grant any proxy that conflicts or is inconsistent with the proxy granted to the Company in this Agreement.

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 the 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 meetings of the Company Stockholders MeetingsStockholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares in accordance with the provisions of Section 1.1 at any and all meetings of the Company Stockholders Meetings 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, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of the Company Stockholders or in connection with any action sought to be taken by written consent of the Company Stockholders without a meeting. Parent P▇▇▇▇▇ agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Law 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)4.2. Each Stockholder authorizes such attorney attorney-in-fact and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the Company. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by 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 Subject Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.4 with respect to such Subject Shares.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent Parent, and the Chief Executive Officer, Chief Financial Officer and General Counsel of Parent, as attorney-in-fact and proxy proxy, for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all meetings of the Company Stockholders Meetingsheld for matters addressed in Section 1.1, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such vote the Stockholder’s Subject Shares solely in accordance with furtherance of the provisions of Section 1.1 at any and all meetings of the Company Stockholders Meetings 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, solely in accordance with furtherance of the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of the Company Stockholders or in connection with any action sought to be taken by written consent of the Company Stockholders without a meeting. Parent 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, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Law 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)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the CompanyParent. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder (other than shares beneficially owned by the Stockholder that are held in the name of a bank, broker or nominee), the Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.4 with respect to such Subject Shares.

Irrevocable Proxy. Each (a) Prior to any meeting of shareholders of the Company, Stockholder hereby revokes (or agrees to deliver to the extent required under Section 2.3(a) or 2.3(b), and to cause its Permitted Transferees to deliver, not later than five Business Days following receipt of the Company's request, a duly executed irrevocable proxy to the Company specifying how Stockholder intends to vote as to each matter to be revoked) any voting proxies that such Stockholder has heretofore granted brought before the meeting with respect to such Stockholder’s Subject Sharesall Voting Shares beneficially owned by Stockholder and its Affiliates. Each Stockholder hereby irrevocably appoints Parent Such proxy shall appoint the Chief Executive Officer of the Company and Secretary of the Company as attorneythe true and lawful proxies and attorneys-in-fact of Stockholder and proxy for its Affiliates as to the matters to be voted at the meeting, shall state that it is irrevocable and on behalf shall be voted in accordance with the terms of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all Company Stockholders Meetings, this Agreement. (b) vote or issue instructions In connection with any proposed action by written consent of the shareholders of the Company, Stockholder agrees that, at the Company's request, it shall, and shall cause its Permitted Transferees to, execute and deliver to the record holder Company a written consent with respect to voteall Voting Shares beneficially owned by Stockholder and its Affiliates, within 10 days of receipt of such proposed action. Any such written consent shall be made in accordance with the terms of this Agreement. (c) If Stockholder (and its Permitted Transferees, if applicable) shall fail to deliver a proxy to the Company by the date described in Section 2.4(a) or a consent to the Company by the date described in Section 2.4(b) or if such proxy (or consent) shall not comply with the terms of this Agreement, or shall be voted in a manner that is contrary to this Agreement, the irrevocable proxies set forth in Section 2.4(d) below shall thereupon be irrevocably activated with respect to the matters to be brought before the meeting or which are subject to the consent, as the case may be. (d) In order to secure Stockholder’s Subject 's obligation to vote (or to act or not act by written consent with respect to) all Voting Shares beneficially owned by it and its Permitted Transferees in accordance with the provisions of Section 1.1 at any this Article II, Stockholder, on behalf of itself and its Permitted Transferees, hereby appoints the Chief Executive Officer of the Company and the Secretary of the Company as its true and lawful proxies and attorneys-in-fact, with full power of substitution, to vote (or to act or not act by written consent with respect to) all Company Stockholders Meetings of the Voting Shares beneficially owned by it and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, its Permitted Transferees in accordance with the provisions terms of Section 1.12.3(a) or, all written consents as recommended by the Board, with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes matter described in this AgreementSection 2.3(b). The foregoing proxy shall be deemed proxies and powers granted pursuant to be a proxy this Section 2.4 are irrevocable and are coupled with an interest, is irrevocable (interest and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). 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 any substitution or revocation with the secretary of the Company. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement and that such proxy is are given to secure the performance of Stockholder's obligations under this Article II. Such proxies and powers shall survive the bankruptcy, insolvency, dissolution or liquidation of the Stockholder under Section 1.1Stockholder.

Irrevocable Proxy. Each In the event and to the extent that the Stockholder hereby revokes (or agrees fails to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to vote such Stockholder’s Subject Shares. Each Company Stock in accordance with Section 1 at any applicable meeting of the stockholders of the Company or pursuant to any applicable written consent of the stockholders of the Company, then 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 Company Stockholders Stockholder Meetings, ; (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, vote such Stockholder’s Subject Shares Company Stock in accordance with the provisions of Section 1.1 1 at any and all Company Stockholders Meetings and 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 1.11, all written consents with respect to the Subject Shares Company Stock. Notwithstanding the foregoing, in connection with any action sought the event of a Recommendation Withdrawal, such Stockholder shall only be deemed to be taken by written consent without a meeting. Parent agrees not have granted proxies to exercise the proxy granted herein for any purpose other than the purposes described in this Agreementextent of such Stockholder’s Recommendation Withdrawal Percentage of such Stockholder’s Company Stock. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Law any legal requirement or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and 4(j). The foregoing proxy shall be terminated and revoked terminate upon such terminationtermination 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 any substitution or revocation with the secretary Secretary of the Company. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.4 2 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub to enter entering into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Stockholder under Section 1.11 hereof. Parent covenants and agrees with each Stockholder that Parent will exercise the foregoing proxy consistent with the provisions of Section 1 hereof.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent Signal as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all Company meetings of Miragen Stockholders Meetingsheld for the matters addressed in Section 1.1, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares solely in accordance with furtherance of the provisions of Section 1.1 at any and all Company meetings of Miragen Stockholders Meetings or in connection with any action sought to be taken by written consent of Miragen Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of Miragen Stockholders or in connection with any action sought to be taken by written consent of Miragen Stockholders without a meeting, in any case solely in furtherance of the provisions of Section 1.1. Parent Signal agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this the Merger Agreement and shall not be terminated by operation of Law 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)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the CompanyMiragen. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 1.5 is given in connection with and granted in consideration of and as an inducement to Parent Signal and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the 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.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent the Company, and any individual designated in writing by the Company, as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all Company Stockholders Meetingsmeetings of the Yumanity Stockholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such vote the Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all Company meetings of Yumanity Stockholders Meetings or in connection with any action sought to be taken by written consent of Yumanity Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of Yumanity Stockholders or in connection with any action sought to be taken by written consent without a meeting. Parent The Company agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy proxy: (x) shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this Agreement and pursuant to Section 4.2; (y) shall not be terminated by operation of Law law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 4.2; and (z) shall revoke any and all prior proxies or powers of attorney granted by the Stockholder and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be terminated and revoked upon such termination)effective) by the Stockholder with respect thereto. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the CompanyYumanity. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 1.5 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub the Company to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent Versartis as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all Company Stockholders Meetingsmeetings of Target Stockholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares in accordance with the provisions of Section 1.1 at any and all Company meetings of Target Stockholders Meetings or in connection with any action sought to be taken by written consent of Target Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of Target Stockholders or in connection with any action sought to be taken by written consent of Target Stockholders without a meeting. Parent Versartis agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this Agreement the Plan of Merger and shall not be terminated by operation of Law 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)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of the CompanyTarget. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 1.5 is given in connection with and granted in consideration of and as an inducement to Parent Versartis and Merger Sub to enter into the Plan of Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the 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 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.

Irrevocable Proxy. (a) Each Stockholder that is a record or beneficial owner of any Subject Shares hereby revokes (or agrees to cause to be revoked) any voting and all proxies that such Stockholder it has heretofore granted with respect to such Stockholder’s Subject SharesShares inconsistent with the terms hereof. Each Stockholder that is a record or beneficial owner of any Subject Shares hereby irrevocably appoints Parent as attorney-in-fact and proxy proxy, with full power of substitution, for and on behalf of such Stockholderits behalf, for and in the name, place and stead of such Stockholder, to: to (ai) attend any and all Company Stockholders Meetingsvote, (b) vote express consent or dissent or issue instructions to the record holder such Stockholder to vote, vote such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all meeting of the holders of such Subject Shares, including the Company Stockholders Meetings Stockholders’ Meeting, however called, addressing such matters, and (cii) grant or withhold, or issue instructions to the record holder such Stockholder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. addressing such matters. (b) The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (irrevocable, and as such shall survive and not be affected by the liquidation, dissolution or bankruptcy of the Stockholder if such Stockholder is not an individual, or the death, incapacity, mental illness or insanity of the Stockholder if such StockholderStockholder is an individual, as applicable) until the termination of this Agreement and shall not be terminated by operation of any Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to in accordance with 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, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of the Company4.1. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.4 1.4(b) is given in connection with with, and granted in consideration of and as an inducement to Parent and Merger Sub to enter entering into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Stockholder under Section 1.1. Parent covenants and agrees with Stockholder that Parent will exercise the foregoing proxy consistent with the provisions of Section 1.1. (c) For the avoidance of doubt, nothing in this Agreement prevents any Stockholder from voting or issuing instructions, including any proxy to vote (or maintaining any such instructions or proxy), at its discretion, all Subject Shares at the Company’s annual meeting of stockholders of the Company, on the matters described in the Company’s proxy statement disseminated to holders of securities of the Company prior to the date hereof.