Common use of Proxy Clause in Contracts

Proxy. (a) Prior to the Expiration Date, Holder hereby (i) grants to, and appoints, Topco, and any person designated by Topco, and each of them individually, ▇▇▇▇▇▇’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Holder, to vote all of the Rollover Shares or execute and deliver a consent or approval in respect of the Rollover Shares (or cause any vote or consent to be provided in respect to all of the Rollover Shares), in accordance with the terms of Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (e) hereof, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder with respect to the Rollover Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting in accordance with the terms of Section 2.4 hereof. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocation. Holder hereby affirms that the proxy granted herein is given in connection with the execution of the Merger Agreement and that such proxy is given to secure the performance of the duties of Holder under this Agreement. Holder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees to vote the Rollover Shares in accordance with Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (d) hereof. Notwithstanding anything to the contrary in this Agreement, the proxy and attorney-in-fact granted by Holder pursuant to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement pursuant to and in accordance with its terms.

Proxy. (a) Prior to During the Expiration Datetime this Agreement is in effect, Holder each Stockholder hereby (i) irrevocably grants to, and appoints, Topcoand agrees from time to time to grant to, and appoint, Parent and Purchaser, or any of them, and any person individual designated in writing by Topcoany of them, and each of them individually, ▇▇▇▇▇▇’s proxy as such Stockholder's proxy, agent and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Holdersuch Stockholder, to vote all of the Rollover Shares (or execute and deliver cause to be voted) its Securities, or grant a consent or approval in respect of the Rollover Shares (or cause any vote or consent to be provided in respect to all of the Rollover Shares)its Securities, in accordance with the terms of Section 2.4 hereofeach case, solely with respect to matters set forth any Subject Proposal, in Sections 2.4(a) – (e) hereof, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereofa manner consistent with Section 1.02 above. (b) The attorneys-in-fact Each Stockholder understands and proxies named above acknowledges that Parent and Purchaser are hereby authorized entering into the Merger Agreement in reliance upon such Stockholder's execution and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights delivery of Holder with respect to the Rollover Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company this Agreement. Each Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting in accordance with the terms of Section 2.4 hereof. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocation. Holder hereby affirms that the proxy granted herein set forth in this Section 1.03 is given in connection with the execution of the Merger Agreement this Agreement, and that such proxy is given to secure the performance of the duties of Holder such Stockholder under this Agreement. Holder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revoked. Holder Each Stockholder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees Each Stockholder will take such further action or execute such other instruments as may be necessary to vote effectuate the Rollover Shares in accordance with Section 2.4 hereof, solely intent of this proxy and hereby revokes any proxy previously granted by it with respect to matters set forth in Sections 2.4(aits Securities that would be inconsistent with the proxy granted pursuant to Section 1.03(a). No Stockholder shall hereafter, unless and until this Agreement terminates pursuant to Section 4.01 hereof, purport to vote (or execute a consent with respect to) – its Securities with respect to any Subject Proposal (dother than through this irrevocable proxy) hereof. Notwithstanding anything or grant any other proxy or power of attorney with respect to the contrary any of its Securities to vote with respect to any Subject Proposal, deposit any of its Securities into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote with respect to any such Subject Proposal, grant any proxy or give instructions (other than in this Agreement, ) with respect to the proxy and attorney-in-fact granted by Holder pursuant voting of such Securities with respect to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement pursuant to and in accordance with its termsany Subject Proposal.

Proxy. (a) Prior to the Expiration Date, Holder hereby (i) grants to, and appoints, Topco, and any person designated by Topco, and each of them individually, ▇▇▇▇▇▇’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Holder, to vote all The obligations of the Rollover Shares Shareholders specified in Section 1 shall apply whether or execute and deliver a consent not the Merger or approval in respect any action described above is recommended by the board of directors of ION or any committee thereof or the Rollover Shares (board of directors of ION or cause any vote committee thereof has previously recommended the Merger or consent to be provided in respect to all of the Rollover Shares), in accordance with the terms of Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (e) hereof, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereofsuch action but changed its recommendation. (b) The attorneys-in-fact Each Shareholder hereby irrevocably and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior unconditionally, to the Expiration Date to act fullest extent permitted by applicable law, appoints ION, or any ION designee, for so long as ▇▇▇▇▇▇the provisions of Section 1 remain in effect, as such Shareholder’s attorney-in-fact and proxy with full power of substitution, to vote the Rollover Sharesvote, express consent or dissent and to exercise all voting, otherwise act (by written consent and similar rights of Holder or otherwise) with respect to the Rollover Shares (including the power to execute and deliver written consents)Covered Shares, solely with respect to on the matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent the manner specified in lieu Section 1. This proxy (including, for the avoidance of such a meeting in accordance with doubt, any voting proxy delivered pursuant to Section 1) shall be valid for the terms duration of Section 2.4 hereofthis Agreement. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocationTHE PROXIES AND POWERS OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 2 ARE IRREVOCABLE AND COUPLED WITH AN INTEREST. Holder Each Shareholder hereby affirms that the irrevocable proxy granted herein by such Shareholder pursuant to this Section 2 (including, for the avoidance of doubt, any voting proxy delivered pursuant to Section 1) is given granted in connection with consideration of the execution of Company entering into this Agreement and the Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of Holder such Shareholder under this Agreement. Holder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law to support the creation The proxies and powers of attorney shall not be terminated by any act of a Shareholder or by operation of law, by lack of appropriate power or authority, or by the occurrence of any other event or events and shall be binding upon all successors, assigns, heirs, beneficiaries and legal representatives of each Shareholder. Each Shareholder hereby revokes all other proxies and powers of attorney on the matters specified in this Section 2 with respect to the Owned Shares that such Shareholder may have previously appointed or granted, and no subsequent proxy and or power of attorney shall be given or written consent executed (and may under no circumstances if given or executed, shall not be revoked. Holder hereby ratifies and confirms all that effective) by such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees to vote the Rollover Shares in accordance with Section 2.4 hereof, solely Shareholder with respect to matters set forth in Sections 2.4(a) – (d) hereofany Covered Shares. Notwithstanding anything All authority herein conferred or agreed to be conferred shall survive the contrary in death, bankruptcy or incapacity of such Shareholder and any obligation of such Shareholder under this AgreementAgreement shall be binding upon the heirs, the proxy and attorney-in-fact granted by Holder pursuant to this Section 2.6personal representatives, and all other obligations and covenants successors of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement pursuant to and in accordance with its termssuch Shareholder.

Proxy. (a) Prior to the Expiration Date, Holder hereby (i) grants toIn furtherance of the agreements in Section 2(a) above, but subject to the following sentence, each Greenlady Entity hereby irrevocably constitutes and appoints, Topco, appoints DIRECTV and any person officer(s) or directors of DIRECTV designated as proxy or proxies by Topco, and each of them individually, ▇▇▇▇▇▇’s proxy and DIRECTV as its attorney-in-fact and proxy in accordance with the DGCL, (with full power of substitution and re-substitution), for and in the name, place and stead of Holdersuch Greenlady Entity, to vote vote, subject to the limitations set forth in the Liberty Standstill and Voting Agreement, all its Liberty DIRECTV Shares (at any meeting of the Rollover Shares stockholders of DIRECTV however called or any adjournment or postponement thereof), or to execute and deliver a consent one or approval more written consents in respect of the Rollover Shares such Liberty DIRECTV Shares, (or cause any vote or consent to be provided A) in respect to all favor of the Rollover Sharesadoption of the Merger Agreement, (B) against any action or agreement (including any amendment of any agreement) that would result in a breach of any representation, warranty, covenant, agreement or other obligation of Liberty or Splitco in the Merger Agreement, (C) against any DIRECTV Takeover Proposal and (D) against any agreement (including any amendment of any agreement), amendment of the Certificate of Incorporation or By Laws of DIRECTV or other action that would reasonably be expected to prevent, prohibit or materially delay the consummation of the DIRECTV Merger. (ii) Such proxy shall (A) be valid and irrevocable until the termination of this Agreement in accordance with the terms of Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (e) hereof, 9 hereof and (iiB) revokes automatically terminate upon the termination of this Agreement in accordance with Section 9 hereof. Liberty and Splitco represent that any and all other proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder with respect to the Rollover Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting in accordance with the terms of Section 2.4 hereof. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Liberty DIRECTV Shares are not irrevocable and revocable, that any such other proxies either have been revoked or are hereby revoked, . Liberty and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocation. Holder hereby affirms Splitco affirm that the foregoing proxy granted herein is is: (x) given (I) in connection with the execution and adoption of the Merger Agreement and that such proxy is given (II) to secure the performance of the duties of Holder Liberty, Splitco and the Greenlady Entities under this Agreement, (y) coupled with an interest and may not be revoked except as otherwise provided in this Agreement and (z) intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of Section 212(e) of the DGCL. Holder hereby further affirms that If for any reason the proxy granted herein is coupled with an interest sufficient at law to support not irrevocable or is for any reason unenforceable, then Liberty, Splitco and the creation of a proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees Greenlady Entities irrevocably agree to vote or to direct the Rollover voting or the execution of written consents in respect of their Liberty DIRECTV Shares in accordance with Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (d) hereof. Notwithstanding anything to the contrary in this Agreement, the proxy and attorney-in-fact granted by Holder pursuant to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement pursuant to and in accordance with its terms2(a).

Proxy. To fully implement the agreement of the Stockholder ----- set forth in Section 2.1 above, the Stockholder hereby irrevocably appoints Logitech Subsidiary, its officers and designees, with full power of substitution (a) Prior each of Logitech Subsidiary, its officers and designees and its substitutes being referred to herein as the Expiration Date, Holder hereby (i) grants to, and appoints, Topco, and any person designated by Topco"Proxy"), and each of them individually, ▇▇▇▇▇▇’s as the true and ----- lawful attorney and proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead Stockholder until the termination of Holderthis Agreement, to vote all Stockholder Shares on matters as to which such Stockholder is entitled to vote at a meeting of the Rollover Shares stockholders of the Company or execute and deliver a to which such Stockholder is entitled to express consent or approval dissent to corporate action in respect writing without a meeting of stockholders, in the Proxy's absolute, sole and binding discretion, on the matters specified in Section 2.1 above. The Stockholder agrees that the Proxy may, prior to the termination of this Agreement, in such Stockholder's name and stead, (i) attend any annual or special meeting of the Rollover Shares (or cause any vote or consent to be provided in respect to all stockholders of the Rollover Shares), Company and vote all Stockholder Shares at any such annual or special meeting as to the matters specified in accordance with the terms of Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (e) hereof2.1 above, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder execute with respect to all Stockholder Shares any written consent to, or dissent from, corporate action respecting any matter specified in Section 2.1 above. Prior to the Rollover termination of this Agreement, the Stockholder agrees to refrain from, without the prior written consent of Logitech Subsidiary, (x) voting the Stockholder Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, of such Stockholder at the Company Stockholder Meeting and any other annual or special meeting of the stockholders and of the Company in every action by any manner inconsistent with the terms of this Agreement, (y) executing any written consent in lieu of such a meeting of the stockholders of the Company in accordance any manner inconsistent with the terms of Section 2.4 hereof. this Agreement, and (cz) Holder hereby represents and warrants granting any proxy or authorization to Topco that any proxies heretofore given in person with respect to the voting of the Rollover Shares are not irrevocable and that Stockholder Shares, except pursuant to this Agreement, or taking any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees action contrary to promptly notify Topco and the Company of such revocation. Holder hereby affirms that the proxy granted herein is given or in connection any manner inconsistent with the execution terms of the Merger Agreement and that such proxy is given to secure the performance of the duties of Holder under this Agreement. Holder hereby further affirms The Stockholder agrees that the this grant of proxy granted herein and appointment of attorney is irrevocable and coupled with an interest sufficient and agrees that the person designated as Proxy pursuant hereto may at law any time name any other person as its substituted Proxy to support the creation of act pursuant hereto, either as to a proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms specific matter or as to all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees to vote the Rollover Shares in accordance with Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (d) hereof. Notwithstanding anything to the contrary in this Agreement, the proxy and attorney-in-fact granted by Holder pursuant to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement pursuant to and in accordance with its termsmatters.

Proxy. (a) Prior THE STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT, THE PRESIDENT OF PARENT AND THE SECRETARY OF PARENT, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, THE STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION DATE (AS DEFINED BELOW)) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES IN ACCORDANCE WITH SECTION 1.1. THE STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE STOCKHOLDER WITH RESPECT TO THE COVERED SHARES. (b) Except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement, the parties acknowledge and agree that neither Parent, nor Parent's successors, assigns, subsidiaries, divisions, employees, officers, directors, shareholders, agents and affiliates, shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney's fees) and compensation of any kind or nature whatsoever to the Expiration Stockholder in connection with, as a result of or otherwise relating to any vote (or refrain from voting) by Parent of the Covered Shares subject to the irrevocable proxy hereby granted to Parent at any annual, special or other meeting or action or the execution of any consent of the stockholders of the Company. The parties acknowledge that, pursuant to the authority hereby granted under the irrevocable proxy, Parent may vote the Covered Shares pursuant to Section 1.1 in furtherance of its own interests, and Parent is not acting as a fiduciary for the Stockholder. (c) Except pursuant to Section 5.2 of this Agreement, this irrevocable proxy shall not be terminated by any act of the Stockholder or by operation of law (including, without limiting the foregoing, the termination of any trust or estate for which the Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If after the execution hereof any trust or estate should be terminated, or if any corporation or partnership should be dissolved or liquidated, or if any other such event or events shall occur before the Termination Date, Holder hereby (i) grants to, and appoints, Topco, and any person designated certificates representing the Covered Shares shall be delivered by Topco, and each of them individually, ▇▇▇▇▇▇’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Holder, to vote all or on behalf of the Rollover Shares or execute and deliver a consent or approval in respect of the Rollover Shares (or cause any vote or consent to be provided in respect to all of the Rollover Shares), Stockholder in accordance with the terms of Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (e) hereof, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder with respect to the Rollover Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting in accordance with the terms of Section 2.4 hereof. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocation. Holder hereby affirms that the proxy granted herein is given in connection with the execution conditions of the Merger Agreement and that such proxy is given to secure the performance of the duties of Holder under this Agreement. Holder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees to vote the Rollover Shares in accordance with Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (d) hereof. Notwithstanding anything to the contrary in this Agreement, and actions taken by the proxy and attorney-in-fact granted by Holder pursuant to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, Parent hereunder shall be revocable by Holder upon as valid as if such termination, dissolution, liquidation or other event or events had not occurred, regardless of whether or not the termination Parent has received notice of the Merger Agreement pursuant to and in accordance with its termssuch termination, dissolution, liquidation or other event.

Proxy. (a) Prior In furtherance of Lorex’s agreements hereunder, Lorex hereby, until the consummation of the final Subsequent Closing (including the transfer of all Shares to the Expiration DatePurchaser that are contemplated to be transferred prior to or at the final Subsequent Closing), Holder hereby (i) grants toto and appoints the Purchaser as attorney for Lorex, agent and appointsproxy, Topco, with the power to act alone and any person designated by Topco, and each of them individually, ▇▇▇▇▇▇’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Holder, to vote (in person, by proxy or by action by written consent, as applicable) all of the Rollover Shares or execute and deliver a consent or approval Shares, in respect the Purchaser’s sole discretion, at any meeting of the Rollover stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) and/or in any action by written consent of the stockholders of the Company. THE FOREGOING PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE UNTIL THE CONSUMMATION OF THE FINAL SUBSEQUENT CLOSING AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY; PROVIDED, HOWEVER, IN THE EVENT THE INITIAL CLOSING OR ANY SUBSEQUENT CLOSING DOES NOT OCCUR ON THE DATE SPECIFIED IN THIS AGREEMENT DUE TO A DEFAULT BY THE PURCHASER, WHICH IS NOT SUBSEQUENTLY CURED WITHIN THIRTY (30) BUSINESS DAYS OR IF THIS AGREEMENT IS OTHERWISE TERMINATED PRIOR TO THE COMPLETION OF THE PURCHASE OF THE FULL AMOUNT OF SHARES SPECIFIED HEREIN, THIS PROXY WILL EXPIRE AND BE OF NO FURTHER FORCE OR EFFECT. (b) Lorex agrees that, unless the Purchaser provides explicit written instruction to vote the Shares under this Agreement or the Purchaser provides explicit written notice that Lorex shall be permitted by the Purchaser to vote in a manner other than as the Purchaser instructs, Lorex shall abstain from voting any of the Shares (in person, by proxy or cause any vote or consent by action by written consent, as applicable) on all matters. (c) Lorex hereby agrees to execute such further documents and instruments and to take such further actions as may be provided in respect reasonably necessary to all carry out the purposes and intent of the Rollover Shares), in accordance with the terms of this Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a6.2. (d) – (e) hereof, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein this Section 6.2 shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior be deemed to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder terminate with respect to any particular Share upon the Rollover Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu transfer of such a meeting in accordance with the terms of Section 2.4 hereof. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocation. Holder hereby affirms that the proxy granted herein is given in connection with the execution of the Merger Agreement and that such proxy is given to secure the performance of the duties of Holder under this Agreement. Holder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees to vote the Rollover Shares in accordance with Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (d) hereof. Notwithstanding anything Share to the contrary in this Agreement, the proxy and attorney-in-fact granted by Holder pursuant to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement pursuant to and in accordance with its termsPurchaser hereunder.

Proxy. (a) Prior to the Expiration DateAs security for its obligations under Section 2 hereof, Holder each Stockholder of Company hereby (i) grants to, and appoints, TopcoR▇▇▇▇▇ ▇▇▇▇▇, D▇▇▇▇▇ ▇▇▇▇▇▇ and J▇▇▇ ▇▇▇▇▇, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such officer of Parent, and any other person designated in writing by TopcoParent, and each of them individually, ▇▇▇▇▇▇such Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Holder) to vote or act by written consent, to vote all of the Rollover Shares or execute fullest extent permitted by and deliver a consent or approval in respect of the Rollover Shares (or cause any vote or consent subject to be provided in applicable law, with respect to all of the Rollover Shares), such Stockholder’s Shares in accordance with Section 2 hereof. THIS PROXY IS COUPLED WITH AN INTEREST, SHALL BE IRREVOCABLE AND SHALL TERMINATE AT THE TERMINATION TIME. Each Stockholder of Company will take such further action or execute such other instruments as may be necessary to effectuate the terms intent of Section 2.4 hereof, solely this proxy and hereby revokes any proxy previously granted by such Stockholder with respect to matters set forth in Sections 2.4(a) – (e) hereof, and (ii) revokes any and all proxies heretofore given in respect of the Rollover such Stockholder’s Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact As security for its obligations under Section 2 hereof, each Stockholder of Parent hereby grants to, and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as appoints, R▇▇▇▇▇ ▇▇▇▇▇, D▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder with respect to the Rollover Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting in accordance with the terms of Section 2.4 hereof. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇ ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocation. Holder hereby affirms that the proxy granted herein is given in connection with the execution of the Merger Agreement and that such proxy is given to secure the performance of the duties of Holder under this Agreement. Holder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. J▇▇▇ ▇▇▇▇▇▇ agrees , in their respective capacities as officers of Company, and any individual who shall hereafter succeed to vote the Rollover Shares any such officer of Company, and any other person designated in accordance with Section 2.4 hereofwriting by Company, solely with respect to matters set forth in Sections 2.4(a) – (d) hereof. Notwithstanding anything to the contrary in this Agreementeach of them individually, the such Stockholder’s proxy and attorney-in-fact granted (with full power of substitution) to vote or act by Holder pursuant written consent, to this Section 2.6the fullest extent permitted by and subject to applicable law, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement pursuant with respect to and such Stockholder’s Shares in accordance with its termsSection 2 hereof. THIS PROXY IS COUPLED WITH AN INTEREST, SHALL BE IRREVOCABLE AND SHALL TERMINATE AT THE TERMINATION TIME. Each Stockholder of Parent will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by such Stockholder with respect to such Stockholder’s Shares.

Proxy. (a) Prior The Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Expiration Date, Holder Securities which would be inconsistent with the proxy granted hereunder and hereby (i) grants to, and appoints, Topco, and any person designated by Topco, and each of them individually, ▇▇▇▇▇▇’s irrevocably appoints Parent as proxy and attorney-in-fact (with full power of substitution and re-substitution), for Stockholder to vote the Securities for Stockholder and in the Stockholder’s name, place and stead stead, at any annual or special meeting, or at any adjournment thereof or pursuant to any consent of Holderthe holders of the Shares, in lieu of a meeting or otherwise, whether before or after the Acceptance Time (as defined in the Merger Agreement), solely for the purpose of voting the Securities for the adoption of the Merger Agreement and against any Acquisition Proposal (the “Approved Purpose”). Stockholder may vote the Securities in its sole discretion on all other matters not referred to in this Section 1.3(a), and Parent may not exercise this proxy with respect to such other matters. The parties acknowledge and agree that neither Parent, nor Parent’s successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind or nature whatsoever to Stockholder in connection with or as a result of any voting by Parent of the Securities or any execution of any consent for the Approved Purpose in accordance with this Section 1.3(a). The parties acknowledge that, pursuant to the authority hereby granted under the irrevocable proxy, Parent may vote the Securities for the Approved Purpose in furtherance of its own interests, and Parent is not acting as a fiduciary for Stockholder. (b) Notwithstanding the foregoing grant to Parent of the irrevocable proxy, if Parent elects not to exercise its rights to vote all of the Rollover Shares or execute and deliver a consent or approval in respect of Securities pursuant to the Rollover Shares irrevocable proxy, Stockholder agrees to vote (or cause any vote or consent to be provided voted) the Securities during the term of this Agreement (to the extent the Securities are not purchased in respect the Offer) in favor of or give its consent to, as applicable, a proposal to all adopt the Merger Agreement and against any Acquisition Proposal and otherwise as described in Section 1.3(a) at any annual or special meeting or action of the Rollover Sharesholders of the Shares in lieu of a meeting or otherwise. (c) This irrevocable proxy shall not be terminated by any act of Stockholder or by operation of law, whether by the death or incapacity of Stockholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates representing the Securities shall be delivered by or on behalf of Stockholder in accordance with the terms of Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (e) hereof, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder with respect to the Rollover Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting in accordance with the terms of Section 2.4 hereof. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocation. Holder hereby affirms that the proxy granted herein is given in connection with the execution conditions of the Merger Agreement and that such proxy is given to secure the performance of the duties of Holder under this Agreement. Holder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law to support the creation , and actions taken by Parent hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of a proxy and power whether or not Parent has received notice of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms all that such proxy may lawfully do death, incapacity, termination, dissolution, liquidation or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees to vote the Rollover Shares in accordance with Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – other event. (d) hereof. Notwithstanding anything to the contrary in this Agreement, the The irrevocable proxy and attorney-in-fact granted by Holder pursuant to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon 1.3 will terminate on the termination of the Merger Agreement pursuant to and in accordance with its termsTermination Date.

Proxy. (a) Prior to the Expiration DateWhile this Agreement is in effect, Holder Seller hereby (i) irrevocably grants to, and appoints, Topcoappoints Buyer, and any person individual designated in writing by TopcoBuyer, and each of them individually, ▇▇▇▇▇▇’s proxy as the Seller's proxy, agent and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of HolderSeller, to vote all of (or cause to be voted) the Rollover Shares Voting Securities, or execute and deliver grant a consent or approval in respect of the Rollover Shares (or cause any vote or consent to be provided in respect to all of the Rollover Shares)Voting Securities, in accordance with the terms of Section 2.4 hereofeach case, solely with respect to matters set forth a Subject Proposal, in Sections 2.4(a) – (e) hereofa manner consistent with Section 7 above, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters but as to no other than those set forth in Sections 2.4(a) – (d) hereofmatter. (b) The attorneys-in-fact Seller understands and proxies named above are hereby authorized acknowledges that Buyer is entering into the Merger Agreement in reliance upon Seller's execution and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights delivery of Holder with respect to the Rollover Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting in accordance with the terms of Section 2.4 hereof. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocationthis Agreement. Holder Seller hereby affirms that the irrevocable proxy granted herein set forth in this Section 8 is given in connection with the execution of the Merger Agreement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Holder the Seller under this Agreement. Holder Seller hereby further affirms that the irrevocable proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revokedrevoked prior to the expiration of this Agreement. Holder Seller hereby 5 6 ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees Such irrevocable proxy is executed and intended to vote the Rollover Shares be irrevocable in accordance with Section 2.4 hereof, solely the provisions of 10-722 of the Arizona Business Corporation Law. Seller will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by it with respect to matters set forth in Sections 2.4(a) – (d) hereof. Notwithstanding anything to the contrary in this Agreement, Voting Securities that would be inconsistent with the proxy and attorney-in-fact granted by Holder pursuant to this Section 2.68. Seller shall not hereafter, unless and all other obligations and covenants of Holder set forth in until this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement terminates pursuant to and in accordance Section 11 hereof, purport to vote (or execute a consent with its termsrespect thereto) the Voting Securities with respect to any Subject Proposal (other than through this irrevocable proxy) or grant any other proxy or power of attorney with respect to any Voting Securities to vote with respect to any Subject Proposal, deposit any Voting Securities into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote with respect to any Subject Proposal, or grant any proxy or give instructions with respect to the voting of such Voting Securities with respect to any Subject Proposal.

Proxy. (a) Prior In order to fully implement the Expiration Dateagreement of each Stockholder set forth in Section 1.1 above, Holder the Stockholder hereby (i) grants toirrevocably appoints Parent, and appoints, Topco, and any person designated by Topco, and each of them individually, ▇▇▇▇▇▇’s proxy and attorney-in-fact (with full power of substitution (Parent and re-substitutionits substitutes being referred to herein as the “Proxy”), for as the true and in lawful attorney and proxy of the name, place and stead of Holder, Stockholder to vote all Stockholder Shares of the Rollover Shares Stockholder on matters as to which the Stockholder is entitled to vote at a meeting of the stockholders of the Company or execute and deliver a to which the Stockholder is entitled to express consent or approval dissent to corporate action in respect writing without a meeting, in the Proxy’s absolute, sole and binding discretion, on the matters specified in Section 1.1 above. The Stockholder agrees that the Proxy may, in such Stockholder’s name and stead, (i) attend any annual or special meeting of the Rollover Shares (or cause any vote or consent to be provided in respect to all stockholders of the Rollover Shares), Company and vote all Stockholder Shares of the Stockholder at any such annual or special meeting as to the matters specified in accordance with the terms of Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (e) hereof1.1 above, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder execute with respect to all Stockholder Shares of the Rollover Stockholder any written consent to, or dissent from, corporate action respecting any matter specified in Section 1.1 above. The Stockholder agrees to refrain from (A) voting the Stockholder Shares (including of the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, Stockholder at the Company Stockholder Meeting and any other annual or special meeting of the stockholders and of the Company in every action by any manner inconsistent with the terms of this Agreement, (B) executing any written consent in lieu of such a meeting of the stockholders of the Company in accordance any manner inconsistent with the terms of Section 2.4 hereof. this Agreement, (cC) Holder hereby represents and warrants exercising any rights of dissent with respect to Topco that any proxies heretofore given in respect the Stockholder Shares of the Rollover Shares are not irrevocable and that any such proxies are hereby revokedStockholder, and ▇▇▇▇▇▇ agrees (D) granting any proxy or authorization to promptly notify Topco and any person with respect to the Company voting of such revocation. Holder hereby affirms that the proxy granted herein is given Stockholder Shares of the Stockholder, except pursuant to this Agreement, or taking any action contrary to or in connection any manner inconsistent with the execution terms of the Merger Agreement and that such proxy is given to secure the performance of the duties of Holder under this Agreement. Holder hereby further affirms The Stockholder agrees that the this grant of proxy granted herein and appointment of attorney is irrevocable and coupled with an interest sufficient and agrees that the person designated as Proxy pursuant hereto may at law any time name any other person as its substituted Proxy to support the creation of act pursuant hereto, either as to a proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms specific matter or as to all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees to vote the Rollover Shares in accordance with Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (d) hereof. Notwithstanding anything to the contrary in this Agreement, the proxy and attorney-in-fact granted by Holder pursuant to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement pursuant to and in accordance with its termsmatters.

Proxy. (a) Prior to Each Pledgor hereby irrevocably constitutes and appoints each Secured Party and the Expiration DateCollateral Agent, Holder hereby (i) grants toas agent for the Secured Parties, and appointswhether or not the Shares have been transferred into the name of the Secured Parties, Topco, and any person designated by Topco, and each of them individually, ▇▇▇▇▇▇’s as such Pledgor's proxy and attorney-in-fact with respect to his Shares, with full power to (with a) attend meetings of the holders of the Common Stock held after the date of this Agreement, and to vote the Shares at those meetings in such manner as such attorney-in-fact shall, in its sole and absolute discretion, deem appropriate, (b) consent or withhold consent, in the sole and absolute discretion of such attorney-in-fact, to any action for which consent of the shareholders of the Company is or may be necessary or appropriate, and (c) do all things and exercise all rights, powers, privileges and remedies to which an owner of the Shares would be entitled, giving and granting unto such attorney-in-fact full power of substitution and re-substitutionrevocation. Notwithstanding the provisions contained in the preceding sentence (hereinafter referred to as the "Proxy Rights"), for and in neither the nameCollateral Agent, place and stead nor the Secured Parties, nor any of Holderthem, shall have the right to vote all perform, exercise, take or assert any of the Rollover Proxy Rights unless and until there shall have occurred an Event of Default (as that term is defined below). Except upon the occurrence and during the continuation of an Event of Default, each Pledgor shall be entitled to exercise any and all voting and/or consensual rights and powers accruing to an owner of the Shares or execute and deliver a consent or approval in respect of the Rollover Shares (or cause any vote or consent to be provided in respect to all of the Rollover Shares), in accordance with the terms of Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (e) hereof, and (ii) part thereof for any purpose. Each Pledgor hereby revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for and agrees not to grant any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder any person or persons with respect to the Rollover his Shares (including the power to execute and deliver written consents), solely with respect to matters set forth other than as granted herein for so long as this Agreement is in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting in accordance with the terms of Section 2.4 hereof. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect force. The appointment of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco Secured Parties and the Company of such revocation. Holder hereby affirms that the proxy granted herein is given in connection with the execution of the Merger Agreement and that such proxy is given to secure the performance of the duties of Holder under this Agreement. Holder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees to vote the Rollover Shares in accordance with Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (d) hereof. Notwithstanding anything to the contrary in this Agreement, the Collateral Agent as proxy and attorney-in-fact granted by Holder pursuant to this Section 2.6, is coupled with an interest and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable irrevocable until all of the Obligations have been satisfied. The Proxy Rights shall be effective, automatically and without the necessity of any action (including any transfer of any Shares on the record books of the Company) by Holder any person (including the Company or any officer or agent thereof), upon the termination occurrence and during the continuance of an Event of Default. Notwithstanding the Merger Agreement pursuant foregoing, neither the Collateral Agent nor any Secured Party shall have any duty to exercise any Proxy Right or to preserve the same and shall not be liable for any failure to do so or for any delay in accordance with its termsdoing so.

Proxy. (a) Prior to the Expiration Date, Holder Shareholder hereby (i) grants to, and appoints, Topco, and any person designated by Topco, and each of them individually, ▇▇▇▇▇▇a proxy appointing Parent as Shareholder’s proxy and attorney-in-fact (with full power of substitution substitution) and re-substitution)proxy, for and in the Shareholder’s name, place and stead of Holderto vote, express consent or dissent, or otherwise to vote all utilize such voting power, in each case solely to the extent and in the manner specified in Section 1.01 and covenants not to revoke such proxy except to permit Shareholder to attend the Shareholders Meeting or any other meeting of the Rollover Shares or execute and deliver a consent or approval in respect shareholders of the Rollover Company, however called, including any adjournment, recess or postponement thereof, and vote the Covered Shares (or cause any vote or consent in the manner specified in Section 1.01. Shareholder also hereby appoints and authorizes Parent and each of its directors, officers and attorneys to be provided in respect to all of the Rollover Shares), its duly authorized corporate representative in accordance with and for the terms purposes of Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (e) hereof, and (ii) revokes any and all proxies heretofore given in respect Bye-law 84 of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect Bye-laws of the Rollover Shares Company and Section 78 of the Bermuda Companies Act, whereby such authorized person may for any matters other than those set forth and in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact Shareholder’s name, place and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Sharesstead, and to exercise all votingattend, vote, express consent and similar rights of Holder or dissent, or otherwise utilize such voting power with respect to the Rollover Covered Shares (including the power at or in relation to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special general meeting of stockholders the shareholders of the Company, in each case solely to the extent and in every action by written consent the manner specified in lieu of such a meeting in accordance with the terms of Section 2.4 hereof. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocation1.01. Holder Shareholder hereby affirms that the proxy granted herein is given in connection with by Shareholder and the execution appointment and authorization of the corporate representative pursuant to this Section 1.03 is granted in consideration of Parent entering into this Agreement, the Merger Agreement and the Statutory Merger Agreement and that such proxy is given to secure the performance of the duties of Holder Shareholder under this Agreement. Holder Shareholder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law to support the creation revokes any proxies heretofore given in respect of a proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees to vote the Rollover any Covered Shares in accordance with Section 2.4 hereof, solely with respect to the matters set forth specified in Sections 2.4(a) – (d) hereofSection 1.01, except for the Standing Proxies. Notwithstanding anything to the contrary in this Agreement, the The proxy and attorney-in-fact granted by Holder Shareholder and the appointment and authorization of the corporate representative pursuant to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, 1.03 by Shareholder shall be revocable by Holder deemed revoked automatically upon the termination of the Merger Agreement pursuant to and in accordance with its termsthis Agreement.

Proxy. (a) Prior to The Shareholder hereby constitutes and appoints the Expiration DatePresident of ConnectOne, Holder hereby (i) grants to, and appoints, Topco, and any person designated by Topco, and each of them individually, ▇▇▇▇▇▇’s proxy and attorney-in-fact (with full power of substitution substitution, as the Shareholder’s proxy with respect to the matters set forth herein, including without limitation, each of the matters described in Sections 2.1 and re-substitution)2.3 of this Agreement, for and in hereby authorizes such proxy to represent and to vote, if and only if the name, place and stead of Holder, Shareholder (i) fails to vote all of the Rollover Shares or execute and deliver a consent or approval in respect of the Rollover Shares (or cause any ii) attempts to vote or consent to be provided in respect to all of the Rollover Shares)(whether by proxy, in accordance person or by written consent) in a manner that is inconsistent with the terms of Section 2.4 hereofthis Agreement, solely with respect to matters set forth all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.4(a) – (e) hereof, 2.1 and (ii) revokes any and all proxies heretofore given in respect 2.3 of the Rollover Sharesthis Agreement. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior proxy granted pursuant to the Expiration Date immediately preceding sentence is given to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder with respect to the Rollover Shares (including the power induce ConnectOne to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting in accordance with the terms of Section 2.4 hereof. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocation. Holder hereby affirms that the proxy granted herein is given in connection with the execution of the Merger Agreement and that such proxy is given to secure the performance of the duties of Holder under this Agreement. Holder hereby further affirms that the proxy granted herein and, as such, is coupled with an interest sufficient at law and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to support the creation of a terms hereof. The Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy and or power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees to vote the Rollover Shares in accordance with Section 2.4 hereof, solely with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, in each case, with respect to any of the matters set forth in Sections 2.4(a) – (d) hereof. Notwithstanding anything to the contrary in this Agreement, the proxy and attorney-in-fact granted by Holder pursuant to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement pursuant to and in accordance with its termsherein.

Proxy. (a) Prior to the Expiration Date, Holder Stockholder hereby (i) grants to, and appoints, TopcoParent, and any person designated by TopcoParent, and each of them individually, ▇▇▇▇▇▇▇▇▇▇▇’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of HolderStockholder, to vote all of the Rollover Covered Shares or execute and deliver a consent or approval in respect of the Rollover Covered Shares (or cause any vote or consent to be provided in respect to all of the Rollover Covered Shares), in accordance with the terms of Section 2.4 2 hereof, solely with respect to matters set forth in Sections 2.4(a2(a) – (ed) hereof, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Covered Shares. For the avoidance of doubt, nothing herein shall restrict Holder Stockholder from voting or granting consents or approvals in respect of the Rollover Covered Shares for any matters other than those set forth in Sections 2.4(a2(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder Stockholder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇Stockholder’s attorney-in-fact and proxy to vote the Rollover Covered Shares, and to exercise all voting, consent and similar rights of Holder Stockholder with respect to the Rollover Covered Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a2(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting in accordance with the terms of Section 2.4 2 hereof. (c) Holder Stockholder hereby represents and warrants to Topco Parent that any proxies heretofore given in respect of the Rollover Covered Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ Stockholder agrees to promptly notify Topco and the Company of such revocation. Holder Stockholder hereby affirms that the proxy granted herein is given in connection with the execution of the Merger Agreement and that such proxy is given to secure the performance of the duties of Holder Stockholder under this Agreement. Holder Stockholder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revoked. Holder Stockholder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ Stockholder agrees to vote the Rollover Covered Shares in accordance with Section 2.4 2 hereof, solely with respect to matters set forth in Sections 2.4(a2(a) – (d) hereof. Notwithstanding anything to the contrary in this Agreement, the proxy and attorney-in-fact granted by Holder Stockholder pursuant to this Section 2.64, and all other obligations and covenants of Holder Stockholder set forth in this Section 2.64, shall be revocable by Holder Stockholder upon the termination of the Merger Agreement pursuant to and in accordance with its terms.

Proxy. (a) Prior to the Expiration Date, Holder hereby (i) grants to, and appoints, Topco, and any person designated by Topco, and each of them individually, ▇▇▇▇▇▇’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Holder, to vote all The obligations of the Rollover Shares Shareholder specified in Section 1 shall apply whether or execute and deliver a consent not the Merger or approval in respect any action described above is recommended by the board of directors of the Rollover Shares (Company or cause any vote committee thereof or consent to be provided in respect to all the board of directors of the Rollover Shares), in accordance with Company or any committee thereof has previously recommended the terms of Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (e) hereof, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting Merger or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereofsuch action but changed such recommendation. (b) The attorneys-in-fact Shareholder hereby irrevocably and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior unconditionally, to the Expiration Date to act fullest extent permitted by applicable Law, appoints the Company, or any designee of the Company, for so long as ▇▇▇▇▇▇the provisions of Section 1 remain in effect, as the Shareholder’s attorney-in-fact and proxy with full power of substitution, to vote the Rollover Sharesvote, express consent or dissent and to exercise all voting, otherwise act (by written consent and similar rights of Holder or otherwise) with respect to the Rollover Shares (including the power to execute and deliver written consents)Covered Shares, solely with respect to on the matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent the manner specified in lieu Section 1. This proxy (including, for the avoidance of such a meeting in accordance with doubt, any voting proxy delivered pursuant to Section 1) shall be valid for the terms duration of Section 2.4 hereofthis Agreement. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocationTHE PROXIES AND POWERS OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 2 ARE IRREVOCABLE AND COUPLED WITH AN INTEREST. Holder The Shareholder hereby affirms that the irrevocable proxy granted herein by Shareholder pursuant to this Section 2 (including, for the avoidance of doubt, any voting proxy delivered pursuant to Section 1) is given granted in connection with consideration of SPAC entering into this Agreement and the execution of the Merger Business Combination Agreement and that such irrevocable proxy is given to secure the performance of the duties of Holder the Shareholder under this Agreement. Holder The proxies and powers of attorney shall not be terminated by any act of the Shareholder or by operation of law, by lack of appropriate power or authority, or by the occurrence of any other event or events and shall be binding upon all successors, assigns, heirs, beneficiaries and legal representatives of the Shareholder. The Shareholder hereby further affirms revokes all other proxies and powers of attorney on the matters specified in this Section 2 with respect to the Covered Shares that the Shareholder may have previously appointed or granted, and no subsequent proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and or power of attorney shall be given or written consent executed (and may under no circumstances if given or executed, shall not be revoked. Holder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done effective) by virtue hereof. ▇▇▇▇▇▇ agrees to vote the Rollover Shares in accordance with Section 2.4 hereof, solely Shareholder with respect to matters set forth in Sections 2.4(a) – (d) hereofany Covered Shares. Notwithstanding anything All authority herein conferred or agreed to be conferred shall survive the contrary in death, bankruptcy or incapacity of the Shareholder and any obligation of the Shareholder under this AgreementAgreement shall be binding upon the heirs, the proxy and attorney-in-fact granted by Holder pursuant to this Section 2.6personal representatives, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination successors of the Merger Agreement pursuant to and in accordance with its termsShareholder.

Proxy. (a) Prior to During the Expiration Datetime this Agreement is in effect, Holder Shareholder hereby (i) irrevocably grants to, and appoints, Topcoand agrees from time to time to grant to, and appoint, Parent and Acquiror, or any of them, and any person individual designated in writing by Topcoany of them, and each of them individually, ▇▇▇▇▇▇’s proxy as the Shareholder's proxy, agent and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Holderthe Shareholder, to vote all of the Rollover Shares (or execute and deliver cause to be voted) its Securities, or grant a consent or approval in respect of the Rollover Shares (or cause any vote or consent to be provided in respect to all of the Rollover Shares)its Securities, in accordance with the terms of Section 2.4 hereofeach case, solely with respect to matters set forth any Subject Proposal, in Sections 2.4(a) – (e) hereof, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereofa manner consistent with Section 1.01 above. (b) The attorneys-in-fact Shareholder understands and proxies named above acknowledges that Parent and Acquiror are hereby authorized entering into the Acquisition Agreement in reliance upon the Shareholder's execution and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights delivery of Holder with respect to the Rollover Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting in accordance with the terms of Section 2.4 hereof. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocationthis Agreement. Holder The Shareholder hereby affirms that the proxy granted herein set forth in this Section 1.02 is given in connection with the execution of the Merger Agreement this Agreement, and that such proxy is given to secure the performance of the duties of Holder the Shareholder under this Agreement. Holder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revoked. Holder The Shareholder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees Shareholder will take such further action or execute such other instruments as may be necessary to vote effectuate the Rollover Shares in accordance with Section 2.4 hereof, solely intent of this proxy and hereby revokes any proxy previously granted by it with respect to matters set forth in Sections 2.4(aits Securities that would be inconsistent with the proxy granted pursuant to Section 1.02(a). Shareholder shall not hereafter, unless and until this Agreement terminates pursuant to Section 5.01 hereof, purport to vote (or execute a consent with respect to) – its Securities with respect to any Subject Proposal (dother than through this irrevocable proxy) hereof. Notwithstanding anything or grant any other proxy or power of attorney with respect to any of its Securities to vote with respect to any Subject Proposal, deposit any of its Securities into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote with respect to any such Subject Proposal, grant any proxy or give instructions with respect to the contrary in this Agreement, the proxy and attorney-in-fact granted by Holder pursuant voting of such Securities with respect to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement pursuant to and in accordance with its termsany Subject Proposal.

Proxy. (a) Prior In order to secure the obligations set forth herein, during the term of this Agreement and subject to the Expiration DateExcluded Voting Matters, Holder the Stockholder hereby (i) grants toirrevocably appoints Parent, or any nominee thereof, with full power of substitution and appointsresubstitution, Topco, as its true and any person designated by Topco, and each of them individually, ▇▇▇▇▇▇’s lawful proxy and attorney-in-fact (with full power of substitution and re-substitution)fact, for and only in the name, place and stead of Holderevent that such Stockholder does not comply with its obligations in Section 2.1, to vote all of the Rollover Shares or execute and deliver a written consent or approval in respect of the Rollover Shares (or cause any vote or consent to be provided in respect to all of the Rollover Shares), in accordance with the terms of Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (e) hereof, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder with respect to the Rollover Stockholder’s Covered Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting in accordance with the terms of Section 2.4 hereof. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocation2.1. Holder The Stockholder hereby affirms that the this proxy granted herein is given in connection with the execution of the Merger Agreement and that such proxy is given to secure the performance of the duties of Holder under this Agreement. Holder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law and shall be irrevocable, except upon termination of this Agreement, and the Stockholder will take such further action or execute such other instruments as may be reasonably necessary to support effectuate the creation intent of a this proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms all that such revokes any proxy may lawfully do or cause to be done previously granted by virtue hereof. ▇▇▇▇▇▇ agrees to vote the Rollover Shares in accordance with Section 2.4 hereof, solely Stockholder with respect to matters any of its Covered Shares. The proxy granted by the Stockholder shall be automatically revoked upon the termination of this Agreement, as set forth in Sections 2.4(a) – (d) hereofSection 6.1, and Parent may further terminate this proxy at any time at its sole election by written notice provided to the Stockholder. The proxyholder may not exercise the proxy granted pursuant to this Section 2.3 on any matter except for those described in Section 2.1 and the proxy granted pursuant to this Section 2.3 shall not cover any Excluded Voting Matter. Notwithstanding anything herein to the contrary in this Agreement, (a) nothing herein shall require the proxy and attorney-in-fact granted Stockholder to deliver a written consent, be present (in person or by Holder proxy) or vote (or cause to be voted) any of the Covered Shares in a manner that (i) changes the amount or form of the consideration payable in the Integrated Mergers pursuant to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination terms of the Merger Agreement pursuant (the “Merger Consideration”), (ii) imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, (iii) provides for the payment by the Stockholder (or any Affiliate thereof) of any indemnification or other amounts, (iv) adds any additional covenants on the activities of the Stockholder (or any Affiliate thereof) (e.g., restrictive covenants), and/or (v) imposes any material restrictions or additional conditions on the consummation of the Integrated Mergers or extends the End Date ((i) through (v), the “Excluded Voting Matters”), and (b) other than as set forth in Section 2.1, the Stockholder shall remain free to and vote (or execute consents or proxies with respect to) the Covered Shares in accordance with its termsany manner the Stockholder deems appropriate.

Proxy. (a) Prior to the Expiration DateEach Stockholder hereby appoints and constitutes Gores Radio Holdings, Holder hereby LLC (itogether with its successors and assigns, “Gores”) grants to, as its attorney and appoints, Topco, and any person designated by Topco, and each of them individually, ▇▇▇▇▇▇’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Holderresubstitution, to vote all of the Rollover Shares or execute vote, and deliver a otherwise act (by written consent or approval in respect of the Rollover Shares (or cause any vote or consent to be provided in otherwise) with respect to all of the Rollover Shares), in accordance with the terms of Section 2.4 hereof, such Stockholder’s Subject Securities solely with respect to the matters set forth in Sections 2.4(a) – (e) hereofin, and in the manner contemplated by, Section 3.1 and this Section 3.2; provided, that in any such vote or other action pursuant to such proxy, Gores shall not have the right (iiand such proxy shall not confer the right) revokes any and all proxies heretofore given in respect to vote to reduce the Common Shares Aggregate Purchase Price or the Preferred Shares/Warrant Aggregate Purchase Price or to otherwise modify or amend the Purchase Agreement to reduce the rights or benefits of the Rollover Shares. For Company or the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect stockholders of the Rollover Shares for any matters other than those Company under the Purchase Agreement or to reduce the obligations of the Purchaser thereunder; and provided further, that this proxy and the voting obligations set forth in Sections 2.4(a) – (d) hereofthis Agreement shall each irrevocably cease to be in effect on the Expiration Date. Upon the execution of this Agreement, all prior proxies given by each Stockholder with respect to the voting of any of such Stockholder’s Subject Securities in the manner contemplated by Section 3.1 and this Section 3.2 shall be deemed revoked, and such Stockholder agrees that no subsequent proxies will be given with respect to any of such Stockholder’s Subject Securities with respect to the matters covered hereby. (b) The attorneys-in-fact This proxy is irrevocable, is coupled with an interest and proxies named above are hereby authorized and empowered by Holder at any time after is granted in consideration of the date hereof and prior to Purchaser entering into the Purchase Agreement. This proxy will terminate on the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder with respect to the Rollover Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting in accordance with the terms of Section 2.4 hereofDate. (c) Holder hereby represents Until the Expiration Date, Gores will be empowered, and warrants may exercise this proxy, to Topco that vote the Subject Securities at any proxies heretofore given in respect time at any meeting of the Rollover Shares are not irrevocable and that any such proxies are hereby revokedstockholders of the Company, however called, and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocation. Holder hereby affirms that the proxy granted herein is given in connection with the execution any written action by consent of stockholders of the Merger Agreement and that such proxy is given to secure the performance Company (if then permitted) solely: (i) in favor of any of the duties items set forth in Section 3.1(a); and (ii) against any of Holder under the items set forth in Section 3.1(b). (d) Each Stockholder may vote such Stockholder’s Subject Securities on all other matters not referred to in this Agreement. Holder hereby further affirms that proxy, and the attorneys and proxies named above may not exercise this proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees to vote the Rollover Shares in accordance with Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(asuch other matters. (e) – (d) hereof. Notwithstanding anything to the contrary in this Agreement, the This proxy and attorney-in-fact granted by Holder pursuant to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder binding upon the termination heirs, estate, executors, personal representatives, successors and assigns of the Merger Agreement pursuant to and in accordance with its termseach Stockholder.

Proxy. (a) Prior to the Expiration Date, Holder hereby (i) grants toSolely for purposes of Section 4.1 and Section 4.2, and appointsin order to secure the performance of the Purchaser’s obligations under such Sections, Topco, and any person designated by Topco, and each of them individually, ▇▇▇▇▇▇’s proxy and the Purchaser hereby irrevocably appoints the Authorized Representatives the attorney-in-fact and proxy of the Purchaser (with full power of substitution and re-substitution), for and in the name, place and stead of Holder, ) to (i) vote all of the Rollover Shares or execute and deliver provide a written consent or approval in respect of the Rollover Shares (or cause any vote or consent to be provided in proxy with respect to all of his Company Shares as described in this Section 4.3 if, and only in the Rollover Shares)event that, the Purchaser fails to vote or provide a written consent or proxy with respect to all of his Company Shares in accordance with the terms of Section 2.4 hereof, solely 4.1 and/or (ii) take such action with respect to matters set forth all of the Purchased Senior Notes as described in Sections 2.4(a) – (e) hereofthis Section 4.3 if, and (ii) revokes any and all proxies heretofore given only in respect of the Rollover Shares. For event that, the avoidance of doubtPurchaser fails to consent, nothing herein shall restrict Holder from voting waive or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder take such action with respect to the Rollover Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting Purchased Senior Notes in accordance with the terms of Section 2.4 hereof. 4.2. The Purchaser shall have five (c5) Holder Business Days from the date of a request for such (i) vote or written consent or proxy, in the case of his Company Shares or (ii) consent, waiver or other action with respect to the Purchased Senior Notes to cure such failure. If after such cure period the Purchaser has not cured such failure, the Authorized Representatives shall have and is hereby represents and warrants irrevocably granted a proxy (i) to Topco that any proxies heretofore given in vote or provide a written consent or proxy with respect to all of the Rollover Purchaser’s Company Shares are not for the purposes of taking the actions required by Section 4.1 and/or (ii) provide consent, waive or take such other action with respect to the Purchased Senior Notes for the purposes of taking the actions required by Section 4.2. The Purchaser intends this proxy to be, and it shall be, irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocation. Holder hereby affirms that the proxy granted herein is given in connection with the execution of the Merger Agreement and that such proxy is given to secure the performance of the duties of Holder under this Agreement. Holder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law interest, and the Purchaser will take such further action and execute such other instruments as may be necessary to support effectuate the creation intent of a this proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms all that such revokes any proxy may lawfully do or cause to be done previously granted by virtue hereof. ▇▇▇▇▇▇ agrees to vote the Rollover Shares in accordance with Section 2.4 hereof, solely him with respect to the matters set forth in Sections 2.4(a) – (d) hereofSection 4.1 with respect to the Company Shares and/or Purchased Senior Notes owned by the Purchaser. Notwithstanding anything to the contrary in this Agreementforegoing, the conditional proxy and attorney-in-fact granted by Holder pursuant to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, 4.3 shall be revocable by Holder deemed to be revoked upon the termination of the Merger Agreement pursuant to and provisions of this Article IV in accordance with its terms.

Proxy. (a) Prior to During the Expiration Datetime this Agreement is in effect, Holder the Shareholder hereby (i) irrevocably grants to, and appoints, Topcoand agrees from time to time to grant to, and appoint, Parent and Acquiror, or either of them, and any person individual designated in writing by Topcoeither of them, and each of them individually, ▇▇▇▇▇▇’s proxy as the Shareholder's proxy, agent and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Holderthe Shareholder, to vote all of the Rollover Shares (or execute and deliver cause to be voted) its Securities, or grant a consent or approval in respect of the Rollover Shares (or cause any vote or consent to be provided in respect to all of the Rollover Shares)its Securities, in accordance with the terms of Section 2.4 hereofeach case, solely with respect to matters set forth any Subject Proposal, in Sections 2.4(a) – (e) hereof, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereofa manner consistent with Section 1.01 above. (b) The attorneys-in-fact Shareholder understands and proxies named above acknowledges that Parent and Acquiror are hereby authorized entering into the Acquisition Agreement in reliance upon the Shareholder's execution and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights delivery of Holder with respect to the Rollover Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting in accordance with the terms of Section 2.4 hereof. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocationthis Agreement. Holder The Shareholder hereby affirms that the proxy granted herein set forth in this Section 1.02 is given in connection with the execution of the Merger Agreement this Agreement, and that such proxy is given to secure the performance of the duties of Holder the Shareholder under this Agreement. Holder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revoked. Holder The Shareholder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees Shareholder will take such further action or execute such other instruments as may be necessary to vote effectuate the Rollover Shares in accordance with Section 2.4 hereof, solely intent of this proxy and hereby revokes any proxy previously granted by it with respect to matters set forth in Sections 2.4(aits Securities that would be inconsistent with the proxy granted pursuant to Section 1.02(a). Shareholder shall not hereafter, unless and until this Agreement terminates pursuant to Section 4.01 hereof, purport to vote (or execute a consent with respect to) – its Securities with respect to any Subject Proposal (dother than through this irrevocable proxy) hereof. Notwithstanding anything or grant any other proxy or power of attorney with respect to any of its Securities to vote with respect to any Subject Proposal, deposit any of its Securities into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote with respect to any such Subject Proposal, grant any proxy or give instructions with respect to the contrary in this Agreement, the proxy and attorney-in-fact granted by Holder pursuant voting of such Securities with respect to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement pursuant to and in accordance with its termsany Subject Proposal.

Proxy. (a) Prior The obligations of each Required Member specified in Section 4 shall apply whether or not the Transactions or any action described above is recommended by the manager of the Company or the manager of the Company has previously recommended the Transactions or such action but changed such recommendation. (b) Each Required Member hereby irrevocably and unconditionally, to the Expiration Datefullest extent permitted by applicable Law, Holder hereby (i) grants toappoints the Company, and appointsor any designee of the Company, Topcofor so long as the provisions of Section 4 remain in effect, and any person designated by Topco, and each of them individually, ▇▇▇▇▇▇as such Required Member’s proxy and attorney-in-in- fact (and proxy with full power of substitution substitution, to vote, express consent or dissent and re-substitution)otherwise act (by written consent or otherwise) with respect to the Subject Company Equity Securities, for solely on the matters and in the name, place manner specified in Section 4 and stead of Holder, solely in the event that such Required Member fails to vote all of the Rollover Shares perform or execute and deliver a consent or approval in respect of the Rollover Shares (or cause any vote or consent to be provided in respect to all of the Rollover Shares), in accordance otherwise comply with the terms of Section 2.4 hereofcovenants, solely with respect to matters agreements or obligations set forth in Sections 2.4(a) – Section 4. This proxy (e) hereofincluding, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For for the avoidance of doubt, nothing herein any voting proxy delivered pursuant to Section 4) shall restrict Holder from voting or granting consents or approvals in respect be valid for the duration of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder with respect to the Rollover Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting in accordance with the terms of Section 2.4 hereofthis Agreement. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocationTHE PROXIES AND POWERS OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 5 ARE IRREVOCABLE AND COUPLED WITH AN INTEREST. Holder Each Required Member hereby affirms that the irrevocable proxy granted herein by each such Required Member pursuant to this Section 5 (including, for the avoidance of doubt, any voting proxy delivered pursuant to Section 4) is given granted in connection with consideration of the execution of Company entering into this Agreement and the Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of Holder any such Required Member under this Agreement. Holder The proxies and powers of attorney shall not be terminated by any act of any such Required Member or by operation of law, by lack of appropriate power or authority, or by the occurrence of any other event or events and shall be binding upon all successors, assigns, heirs, beneficiaries and legal representatives of each such Required Member. Each Required Member hereby further affirms revokes all other proxies and powers of attorney on the matters specified in this Section 5 with respect to the Subject Company Equity Securities that each such Required Member may have previously appointed or granted, and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by any such Required Member with respect to any Subject Company Equity Securities. All authority herein conferred or agreed to be conferred shall survive the death, bankruptcy or incapacity of each such Required Member and any obligation of each such Required Member under this Agreement shall be binding upon the heirs, personal representatives, and successors of each such Required Member. The proxyholder may not exercise the proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees to vote the Rollover Shares in accordance with Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (d) hereof. Notwithstanding anything to the contrary in this Agreement, the proxy and attorney-in-fact granted by Holder pursuant to this Section 2.65 on any matter except those provided in Section 4. For the avoidance of doubt, and the Required Member may vote the Subject Company Equity Securities on all other matters, subject, in all cases, to the other applicable covenants, agreements and obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement pursuant to and in accordance with its termsAgreement.

Proxy. (a) Prior Each of the Las Americas Principal Stockholders hereby irrevocably grants to the Expiration Date, Holder hereby (i) grants to, and appoints, Topco, and any person designated by Topco, and each of them individually, appoints ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Holder, to vote all of the Rollover Shares or execute and deliver a consent or approval in respect of the Rollover Shares (or cause any vote or consent to be provided in respect to all of the Rollover Shares), in accordance with the terms of Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (e) hereof, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder with respect to the Rollover Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting in accordance with the terms of Section 2.4 hereof. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇ ▇▇▇▇▇▇ agrees with full power of substitution (such individual or individuals are referred to promptly notify Topco herein as the "PROXY"), as attorney and proxy to vote all Shares on all matters regarding the Merger as to which the Las Americas Principal Stockholders are entitled to vote at a meeting of all of the stockholders of the Company, or to which the Las Americas Principal Stockholders are entitled to express consent or dissent to corporate action in writing without a meeting, in the Proxy's absolute, sole and binding discretion. The Las Americas Principal Stockholders agree that the Proxy may, in the Las Americas Principal Stockholders names and stead, (i) attend any annual or special meeting of the stockholders of the Company and vote all Shares on all matters regarding the Merger at any such annual or special meeting, and (ii) execute with respect to all Shares any written consent to, or dissent from, corporate action respecting any matter regarding the Merger to which the stockholders of the Company are entitled to express such revocationconsent or dissent without a meeting. Holder hereby affirms With respect to any matter regarding the Merger, the Las Americas Principal Stockholders agree to refrain from (a) voting at any annual or special meeting of the stockholders of the Company, (b) executing any written consent in lieu of a meeting of the stockholders of the Company, (c) exercising any rights of dissent with respect to the Shares, and (d) granting any proxy or authorization to any person with respect to the voting of the Shares, except pursuant to this Agreement, or taking any action contrary to or in any manner inconsistent with the terms of this Agreement. The Las Americas Principal Stockholders agree that this grant of proxy pursuant to this Section 2(b) is irrevocable and coupled with an interest and agrees that the persons designated as the Proxy pursuant hereto may at any time name any other person who is an officer of Grantee as a substituted Proxy hereunder to act pursuant hereto, either as to a specific matter or as to all matters. The Las Americas Principal Stockholders further agree to execute all additional writings, consents and authorizations as may be reasonably requested by the Proxy in writing to evidence the powers granted to the Proxy hereby or to enable the Proxy to exercise those powers. The Las Americas Principal Stockholders hereby revoke any proxy previously granted herein by them with respect to the Shares. The Las Americas Principal Stockholders affirm that the grant of proxy set forth in this Section 2(b) is given in connection with the execution of the Merger Agreement Agreement, and that such proxy is given to secure the performance of the duties of Holder the Las Americas Principal Stockholders under this Agreement. Holder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees to vote the Rollover Shares in accordance with Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (d) hereof. Notwithstanding anything to the contrary in this Agreement, the proxy and attorney-in-fact granted by Holder pursuant to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement pursuant to and in accordance with its terms.

Proxy. (a) Prior to the Expiration Date, Holder The Stockholder hereby (i) grants to, and appoints, Topcothe Company, and any person designated in writing by Topcothe Company, and each of them individually, ▇▇▇▇▇▇’s Stockholder's proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of HolderStockholder, to vote all of the Rollover Shares shares of Common Stock that now are or execute hereafter may be held or otherwise beneficially owned by the Stockholder, including any and deliver all other shares of Common Stock or securities of the Company issued or issuable in respect thereof on or prior to the date hereof (the "Covered Shares"), or grant a consent or approval in respect of the Rollover Shares (or cause any vote or consent to be provided in respect to all of the Rollover Covered Shares), in accordance with the terms of Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (e) hereof, this Proxy and (ii) revokes any and all proxies heretofore given in respect of the Rollover Covered Shares. For If requested, the avoidance of doubt, nothing herein shall restrict Holder from voting Stockholder will execute supplementary proxies and consents to give effect to this Proxy Agreement in connection with any vote or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereofconsent solicitation. (b) This Proxy Agreement is coupled with an interest and is granted in consideration of the Company entering into that certain Subscription Agreement by and between the Company and the Stockholder. (c) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder the Stockholder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s the Stockholder's attorney-in-fact and proxy and hereby agrees to vote the Rollover SharesCovered Shares in the same proportion as the vote of all other holders of the Common Stock, excluding any shares of Common Stock held by the Stockholder, and to exercise all voting, consent and similar rights of Holder the Stockholder with respect to the Rollover Covered Shares (including including, without limitation, the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereofat every annual, at special, adjourned or postponed meeting of the stockholders of the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting (such authorization and empowerment, the "Proxy"); provided that, at any time, the Stockholder may notify the Company that, beginning from the date that is 61 calendar days from such notice, the Proxy shall be revoked with regard to such number of Covered Shares as indicated in accordance such notice. The Stockholder shall not commit or agree to take any action inconsistent with the terms of Section 2.4 hereofforegoing. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocation. Holder hereby affirms that the proxy granted herein is given in connection with the execution of the Merger Agreement and that such proxy is given to secure the performance of the duties of Holder under this Agreement. Holder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees to vote the Rollover Shares in accordance with Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (d) hereof. Notwithstanding anything to the contrary in this Agreement, the proxy and attorney-in-fact granted by Holder pursuant to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement pursuant to and in accordance with its terms.

Proxy. (a) Prior to During the Expiration Datetime this Agreement is in effect, Holder each Shareholder hereby (i) irrevocably grants to, and appoints, Topcoand agrees from time to time to grant to, and appoint, Parent and Acquiror, or any of them, and any person individual designated in writing by Topcoany of them, and each of them individually, ▇▇▇▇▇▇’s proxy as such Shareholder's proxy, agent and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Holdersuch Shareholder, to vote all of the Rollover Shares (or execute and deliver cause to be voted) its Securities, or grant a consent or approval in respect of the Rollover Shares (or cause any vote or consent to be provided in respect to all of the Rollover Shares)its Securities, in accordance with the terms of Section 2.4 hereofeach case, solely with respect to matters set forth any Subject Proposal, in Sections 2.4(a) – (e) hereof, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereofa manner consistent with Section 1.01 above. (b) The attorneys-in-fact Each Shareholder understands and proxies named above acknowledges that Parent and Acquiror are hereby authorized entering into the Acquisition Agreement in reliance upon such Shareholder's execution and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights delivery of Holder with respect to the Rollover Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting in accordance with the terms of Section 2.4 hereof. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocationthis Agreement. Holder Each Shareholder hereby affirms that the proxy granted herein set forth in this Section 1.02 is given in connection with the execution of the Merger Agreement this Agreement, and that such proxy is given to secure the performance of the duties of Holder such Shareholder under this Agreement. Holder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revoked. Holder Each Shareholder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees Each Shareholder will take such further action or execute such other instruments as may be necessary to vote effectuate the Rollover Shares in accordance with Section 2.4 hereof, solely intent of this proxy and hereby revokes any proxy previously granted by it with respect to matters set forth in Sections 2.4(aits Securities that would be inconsistent with the proxy granted pursuant to Section 1.02(a). Each Shareholder shall not hereafter, unless and until this Agreement terminates pursuant to Section 4.01 hereof, purport to vote (or execute a consent with respect to) – its Securities with respect to any Subject Proposal (dother than through this irrevocable proxy) hereof. Notwithstanding anything or grant any other proxy or power of attorney with respect to any of its Securities to vote with respect to any Subject Proposal, deposit any of its Securities into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote with respect to any such Subject Proposal, grant any proxy or give instructions with respect to the contrary in this Agreement, the proxy and attorney-in-fact granted by Holder pursuant voting of such Securities with respect to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement pursuant to and in accordance with its termsany Subject Proposal.

Proxy. (a) Prior to By way of execution and delivery of this Agreement, the Expiration Date, Holder hereby (i) grants to, Stockholder appoints and appoints, Topco, and any person designated by Topco, and each of them individually, constitutes ▇▇▇▇▇ ▇. ▇▇▇▇▇▇’s proxy ▇, Assistant Secretary of the Company, and attorney-in-fact (▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Vice President of Law of the Company, as its attorneys and proxies, each with full power of substitution and re-substitution), for and in the name, place and stead of Holderresubstitution, to vote all the full extent of the Rollover Shares or execute and deliver a consent or approval in respect of the Rollover Shares (or cause any vote or consent to be provided in respect to all of the Rollover Shares), in accordance with the terms of Section 2.4 hereof, solely Stockholder’s voting rights with respect to matters set forth in Sections 2.4(athe Subject Securities. Upon the execution of this Agreement, all prior proxies given by the Stockholder with respect to any of the Subject Securities shall be deemed revoked, and the Stockholder agrees that no subsequent proxies will be given with respect to any of the Subject Securities. (b) – This proxy is irrevocable and is coupled with an interest. This proxy will be irrevocable for the term hereof and will terminate (ei) hereofon the Voting Covenant Expiration Date, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder with respect to Unrestricted Shares, upon the Rollover Shares (including date of Transfer of the power Subject Securities to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting in accordance with the terms of Section 2.4 hereofan Unrestricted Transferee. (c) Holder hereby represents Until the termination of this proxy pursuant to Section 3.2(b), the attorneys and warrants proxies named above will be empowered, and may exercise this proxy, to Topco that vote the Subject Securities other than Unrestricted Shares at the Stockholders’ Meeting, however called, or any proxies heretofore given adjournment or postponement thereof, and in respect connection with any written action by consent of stockholders of the Rollover Shares are Company (if then permitted): (i) in favor of approval or ratification of the issuance of all Company Common Stock issuable upon conversion of the Convertible Secured Notes; and in favor of, or in ratification of, any action recommended by the Board of Directors in furtherance of any of the foregoing; and (ii) against any action or agreement that the Company has advised the Stockholder in writing in advance would impair the ability of the Company to issue shares of Company Common Stock upon conversion of the Convertible Secured Notes or that would otherwise be inconsistent with, prevent, impede or delay the ability of the Company to issue shares of Company Common Stock upon conversion of the Convertible Secured Notes. (d) The Stockholder may vote the Subject Securities on all other matters not irrevocable and that any such proxies are hereby revokedreferred to in this proxy, and ▇▇▇▇▇▇ agrees the attorneys and proxies named above may not exercise this proxy with respect to promptly notify Topco such other matters, provided that this does not have the effect or intent of frustrating clause (c) above. (e) This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the Stockholder and will survive the merger or reorganization of any Stockholder. (f) The Stockholder shall not be liable for any breach of this Agreement arising out of any exercise by the Company of such revocation. Holder hereby affirms that the proxy granted herein is given in connection with the execution of the Merger Agreement and that such proxy is given to secure the performance of the duties of Holder under this Agreement. Holder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees to vote the Rollover Shares in accordance with Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (d) hereof. Notwithstanding anything to the contrary in this Agreement, the proxy and attorney-in-fact granted by Holder Company pursuant to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement pursuant to and in accordance with its terms3.2.

Proxy. (a) Prior The obligations of each Required Member specified in Section 4 shall apply whether or not the Transactions or any action described above is recommended by the co-managers of the Company or the co-managers of the Company have previously recommended the Transactions or such action but changed such recommendation. (b) Each Required Member hereby irrevocably and unconditionally, to the Expiration Datefullest extent permitted by applicable Law, Holder hereby (i) grants toappoints the Company, and appointsor any designee of the Company, Topcofor so long as the provisions of Section 4 remain in effect, and any person designated by Topco, and each of them individually, ▇▇▇▇▇▇as such Required Member’s proxy and attorney-in-in- fact (and proxy with full power of substitution substitution, to vote, express consent or dissent and re-substitution)otherwise act (by written consent or otherwise) with respect to the Subject Company Equity Securities, for solely on the matters and in the name, place manner specified in Section 4 and stead of Holder, solely in the event that such Required Member fails to vote all of the Rollover Shares perform or execute and deliver a consent or approval in respect of the Rollover Shares (or cause any vote or consent to be provided in respect to all of the Rollover Shares), in accordance otherwise comply with the terms of Section 2.4 hereofcovenants, solely with respect to matters agreements or obligations set forth in Sections 2.4(a) – Section 4. This proxy (e) hereofincluding, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For for the avoidance of doubt, nothing herein any voting proxy delivered pursuant to Section 4) shall restrict Holder from voting or granting consents or approvals in respect be valid for the duration of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder with respect to the Rollover Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting in accordance with the terms of Section 2.4 hereofthis Agreement. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocationTHE PROXIES AND POWERS OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 5 ARE IRREVOCABLE AND COUPLED WITH AN INTEREST. Holder Each Required Member hereby affirms that the irrevocable proxy granted herein by each such Required Member pursuant to this Section 5 (including, for the avoidance of doubt, any voting proxy delivered pursuant to Section 4) is given granted in connection with consideration of the execution of Company entering into this Agreement and the Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of Holder any such Required Member under this Agreement. Holder The proxies and powers of attorney shall not be terminated by any act of any such Required Member or by operation of law, by lack of appropriate power or authority, or by the occurrence of any other event or events and shall be binding upon all successors, assigns, heirs, beneficiaries and legal representatives of each such Required Member. Each Required Member hereby further affirms revokes all other proxies and powers of attorney on the matters specified in this Section 5 with respect to the Subject Company Equity Securities that each such Required Member may have previously appointed or granted, and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by any such Required Member with respect to any Subject Company Equity Securities. All authority herein conferred or agreed to be conferred shall survive the death, bankruptcy or incapacity of each such Required Member and any obligation of each such Required Member under this Agreement shall be binding upon the heirs, personal representatives, and successors of each such Required Member. The proxyholder may not exercise the proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees to vote the Rollover Shares in accordance with Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (d) hereof. Notwithstanding anything to the contrary in this Agreement, the proxy and attorney-in-fact granted by Holder pursuant to this Section 2.65 on any matter except those provided in Section 4. For the avoidance of doubt, and the Required Member may vote the Subject Company Equity Securities on all other matters, subject, in all cases, to the other applicable covenants, agreements and obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement pursuant to and in accordance with its termsAgreement.

Proxy. (a) Prior As promptly as practicable after the date hereof, the Parent shall prepare and file with the SEC a proxy statement in preliminary form (as amended or supplemented from time to time, the Expiration Date“Proxy Statement”) calling a special meeting of the Parent’s stockholders (the “Parent Stockholder Meeting”) seeking the approval of the holders of Parent’s Common Stock of the Transactions and offering to redeem from its public stockholders their shares of Parent Common Stock in conjunction with a stockholder vote on the Transactions (the “Parent Stockholder Redemption”), Holder hereby all in accordance with and as required by the Parent Charter Documents, applicable Law and any applicable rules and regulations of the SEC and Nasdaq, and as may have been disclosed in the IPO Prospectus. In the Proxy Statement, the Parent shall seek (i) grants to, adoption and appoints, Topco, approval of this Agreement and any person designated the Transactions by Topco, and each the holders of them individually, ▇▇▇▇▇▇’s proxy and attorney-in-fact (with full power shares of substitution and re-substitution), for and in the name, place and stead of Holder, to vote all of the Rollover Shares or execute and deliver a consent or approval in respect of the Rollover Shares (or cause any vote or consent to be provided in respect to all of the Rollover Shares), common stock in accordance with the terms Parent Charter Documents and the rules and regulations of Section 2.4 hereofthe SEC and Nasdaq, solely (ii) if required to be approved by the holders of Parent Common Stock (the “Parent Stockholders”), adoption and approval of an Amended and Restated Certificate of Incorporation of the Parent; (iii) adoption and approval of the Purple Innovation Equity Incentive Plan in a form reasonably acceptable to the Company and the Parent (collectively, the “Required Approval Matters”), and (iv) to obtain any and all other approvals necessary or advisable to effect the consummation of the Transactions. In connection with respect to matters the Proxy Statement, the Parent will also file with the SEC financial and other information about the Transactions in accordance with applicable proxy solicitation rules set forth in Sections 2.4(a) – (e) hereofthe Parent Charter Documents, applicable Law and (ii) revokes any the rules and all proxies heretofore given in respect regulations of the Rollover SharesSEC and Nasdaq (such Proxy Statement and the documents included or referred to therein pursuant to which the Parent Stockholder Redemption will be made, together with any supplements, amendments and/or exhibits thereto, the “Proxy Documents”). For The Proxy Documents will comply as to form and substance with the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect applicable requirements of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereofExchange Act and the rules and regulations thereunder. (b) The attorneys-in-fact Parent shall mail the Proxy Statement to holders of Parent Common Stock of record, as of the record date to be established by the board of directors of Parent. Each of the Company and proxies named above are hereby authorized the Parent shall furnish all information concerning such Party and empowered by Holder at any time after the date hereof and prior its Affiliates to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Sharesother Party, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement shall include all information reasonably requested by such other Party to exercise be included therein. Each of the Company and the Parent shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement and shall provide the other with copies of all votingcorrespondence between it and its Representatives, consent on the one hand, and similar rights the SEC, on the other hand. Each of Holder the Company and the Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Rollover Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting in accordance with the terms of Section 2.4 hereofProxy Statement. (c) Holder hereby represents and warrants Prior to Topco that any proxies heretofore given in respect filing with the SEC or mailing to the Parent Stockholders, the Parent will make available to the Company drafts of the Rollover Shares are Proxy Statement, both preliminary and final, and will provide the Company with a reasonable opportunity to comment on such drafts, shall consider such comments in good faith and shall accept all reasonable additions, deletions or changes suggested by the Company in connection therewith. The Parent shall not irrevocable and that file any such proxies are hereby revokeddocuments with the SEC (including response to any comments from the SEC with respect thereto) without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). The Parent will advise the Company promptly after receipt of notice thereof, of (i) the time when the Proxy Statement has been filed, (ii) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act, (iii) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC, (iv) the filing of any supplement or amendment to the Proxy Statement, (v) any request by the SEC for amendment of the Proxy Statement, (vi) any comments from the SEC relating to the Proxy Statement and ▇▇▇▇▇▇ agrees responses thereto, or (vii) requests by the SEC for additional information. The Parent shall promptly respond to any SEC comments on the Proxy Statement and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as soon after filing as practicable; provided, that prior to responding to any comments or material requests from the SEC, the Parent will make available to the Company drafts of any such response and provide the Company with a reasonable opportunity to comment on such drafts (including the proposed final version of such document or response). (d) If at any time prior to the Parent Stockholder Meeting there shall be discovered any information that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Parent shall promptly transmit to its stockholders an amendment or supplement to the Proxy Statement containing such information. If, at any time prior to the Effective Time, the Company discovers any information, event or circumstance relating to the Company or any of its Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the Company shall promptly inform the Parent of such information, event or circumstance. (e) The Parent shall make all filings required to be made by the Parent with respect to the Transactions under the Securities Act, the Exchange Act, applicable “blue sky” laws and any rules and regulations thereunder. (f) The Company shall use its commercially reasonable efforts to promptly notify Topco and provide the Parent with all information concerning the Company reasonably requested by the Parent for inclusion in the Proxy Statement and any amendment or supplement to the Proxy Statement (if any) and in any other filing required to be made by the Parent with respect to the Transactions under the Securities Act, the Exchange Act, applicable “blue sky” laws and any rules and regulations thereunder. The Company shall cause the officers and employees of such revocation. Holder hereby affirms that the proxy granted herein is given Company to be reasonably available to the Parent and its counsel in connection with the execution drafting of the Merger Agreement Proxy Statement and that such proxy is given other filings and responding in a timely manner to secure the performance of the duties of Holder under this Agreement. Holder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees to vote the Rollover Shares in accordance with Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (d) hereof. Notwithstanding anything comments relating to the contrary in this Agreement, Proxy Statement from the proxy and attorney-in-fact granted by Holder pursuant to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement pursuant to and in accordance with its termsSEC.

Proxy. (a) Prior Each of the Principal Stockholders hereby irrevocably grants to and appoints Guy L. Harrell, in his capacity as an officer of the Expiration DateCompany, Holder hereby (i) grants to, and appoints, Topco, and any person designated by Topco, and each of them individually, with fu▇▇ ▇▇▇▇▇ ▇▇ ▇▇’s proxy bstitution (such individual and attorney-in-fact (with full power of substitution and re-substitutionhis substitutes each being referred to herein as the "Proxy"), for as attorney and in the name, place and stead of Holder, proxy to vote all Shares on all matters regarding the adoption and implementation of the Rollover Shares or execute Share Amendment and deliver a consent or approval in respect the Company's 2002 Stock Option (the "2002 Plan") Plan, including, without limitation, the filing of an Information Statement on Schedule 14C regarding the adoption of the Rollover Shares (or cause Share Amendment and the 2002 Plan and any vote or consent filing of a registration statement on Form S-8 registering the Common Stock to be provided in respect issued under the 2002 Plan, with the Securities and Exchange Commission (the "SEC"), as to which the Principal Stockholders are entitled to vote at a meeting of all of the Rollover Shares)stockholders of the Company, or to which the Principal Stockholders are entitled to express consent to corporate action in writing without a meeting, in accordance with the terms Proxy's absolute, sole and binding discretion. The Principal Stockholders agree that the Proxy may, in the Principal Stockholders names and stead, (i) attend any annual or special meeting of Section 2.4 hereof, solely with respect to the stockholders of the Company and vote all Shares on all matters set forth in Sections 2.4(a) – (e) hereofregarding the Share Amendment and the 2002 Plan, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder execute with respect to all Shares any written consent to corporate action respecting any matter regarding the Rollover Shares (including Share Amendment and the power 2002 Plan to execute and deliver written consents), solely with which the stockholders of the Company are entitled to express such consent without a meeting. With respect to matters set forth in Sections 2.4(aany matter regarding the Share Amendment and the 2002 Plan, the Principal Stockholders agree to refrain from (a) – (d) hereof, voting at the Company Stockholder Meeting and any other annual or special meeting of the stockholders and in every action by of the Company, (b) executing any written consent in lieu of such a meeting of the stockholders of the Company, (c) exercising any rights of dissent with respect to the Shares, and (d) granting any proxy or authorization to any person with respect to the voting of the Shares, except pursuant to this Agreement, or taking any action contrary to or in accordance any manner inconsistent with the terms of this Agreement. The Principal Stockholders agree that this grant of proxy pursuant to this Section 2.4 hereof. (c1(b) Holder hereby represents is irrevocable and warrants to Topco coupled with an interest and agrees that the persons designated as the Proxy pursuant hereto may at any proxies heretofore given in respect time name any other person who is an officer of the Rollover Shares are not irrevocable Company as a substituted Proxy hereunder to act pursuant hereto, either as to a specific matter or as to all matters. The Principal Stockholders further agree to execute all additional writings, consents and that authorizations as may be reasonably requested by the Proxy in writing to evidence the powers granted to the Proxy hereby or to enable the Proxy to exercise those powers. The Principal Stockholders hereby revoke any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees proxy previously granted by them with respect to promptly notify Topco and the Company of such revocationShares. Holder hereby affirms The Principal Stockholders affirm that the grant of proxy granted herein set forth in this Section 1(b) is given given, in part, in connection with the execution of the Merger Agreement Purchase Agreement, and that such proxy is given to secure the performance of the duties of Holder the Principal Stockholders under this Agreement. Holder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees to vote the Rollover Shares in accordance with Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (d) hereof. Notwithstanding anything to the contrary in this Agreement, the proxy and attorney-in-fact granted by Holder pursuant to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement pursuant to and in accordance with its terms.

Proxy. (a) Prior to During the Expiration Datetime this Agreement is in effect, Holder each Shareholder hereby (i) irrevocably grants to, and appoints, Topcoand agrees from time to time to grant to, and appoint, Parent and Acquiror, or any of them, and any person individual designated in writing by Topcoany of them, and each of them individually, ▇▇▇▇▇▇’s proxy as such Shareholder's proxy, agent and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Holdersuch Shareholder, to vote all of the Rollover Shares (or execute and deliver cause to be voted) its Securities, or grant a consent or approval in respect of the Rollover Shares (or cause any vote or consent to be provided in respect to all of the Rollover Shares)its Securities, in accordance with the terms of Section 2.4 hereofeach case, solely with respect to matters set forth any Subject Proposal, in Sections 2.4(a) – (e) hereof, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereofa manner consistent with Section 1.01 above. (b) The attorneys-in-fact Each Shareholder understands and proxies named above acknowledges that Parent and Acquiror are hereby authorized entering into the Acquisition Agreement in reliance upon such Shareholder's execution and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights delivery of Holder with respect to the Rollover Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting in accordance with the terms of Section 2.4 hereof. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocationthis Agreement. Holder Each Shareholder hereby affirms that the proxy granted herein set forth in this Section 1.02 is given in connection with the execution of the Merger Agreement this Agreement, and that such proxy is given to secure the performance of the duties of Holder such Shareholder under this Agreement. Holder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revoked. Holder Each Shareholder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees Each Shareholder will take such further action or execute such other instruments as may be necessary to vote effectuate the Rollover Shares in accordance with Section 2.4 hereof, solely intent of this proxy and hereby revokes any proxy previously granted by it with respect to matters set forth in Sections 2.4(aits Securities that would be inconsistent with the proxy granted pursuant to Section 1.02(a). Each Shareholder shall not hereafter, unless and until this Agreement terminates pursuant to Section 5.01 hereof, purport to vote (or execute a consent with respect to) – its Securities with respect to any Subject Proposal (dother than through this irrevocable proxy) hereof. Notwithstanding anything or grant any other proxy or power of attorney with respect to any of its Securities to vote with respect to any Subject Proposal, deposit any of its Securities into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote with respect to any such Subject Proposal, grant any proxy or give instructions with respect to the contrary in this Agreement, the proxy and attorney-in-fact granted by Holder pursuant voting of such Securities with respect to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement pursuant to and in accordance with its termsany Subject Proposal.

Proxy. For an Annual and Extraordinary General Meeting of the Shareholders of the Company Capitalized terms used and not otherwise defined herein, shall have the respective meanings ascribed to them under the Support Agreement dated January 25, 2021, to which this Proxy was attached or in the Merger Agreement dated January 25, 2021 by and between the Company, ION Acquisition Corp. 1 Ltd. and Toronto Sub Ltd., a Cayman Islands exempted company and a direct, wholly-owned subsidiary of the Company (aas amended, supplemented, restated or otherwise modified from time to time, the “Merger Agreement”). The Company Ordinary Shares and/or the Company Preferred Shares represented by this proxy, when properly executed, will be voted or withheld from voting on any ballot that may be called for, in the manner directed herein by the undersigned shareholder (the “Shareholder”). If a choice is specified with respect to any matter to be acted upon, the Company Ordinary Shares and/or the Company Preferred Shares shall be voted or withheld from voting accordingly. Where no instruction is given in respect to any matter to be acted upon, the Company Ordinary Shares and/or the Company Preferred Shares represented hereby shall, on any ballot that may be called for, be voted FOR the adoption of all such matters. This proxy confers upon the Proxy Holder (as defined below) Prior discretionary authority with respect to such other business as may properly come before the meeting or postponements of adjournments thereof. The Shareholder, being the holder of [[●] Company Ordinary Shares, [●] Company Preferred A Shares, [●] Company Preferred B Shares, [●] Company Preferred B-1 Shares, [●] Company Preferred B-2 Shares, [●] Company Preferred C Shares, [●] Company Preferred D Shares, and [●] Company Preferred E Shares] of ▇▇▇▇▇▇▇.▇▇▇ Ltd., acting pursuant to the Expiration DateCompanies Law, Holder 5759-1999, does hereby (i) grants to, and appoints, Topco, and any person designated by Topco, and irrevocably authorize each of them individually▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Holder, to vote all of the Rollover Shares or execute and deliver a consent or approval in respect of the Rollover Shares (or cause any vote or consent to be provided in respect to all of the Rollover Shares), in accordance with the terms of Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (e) hereof, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder with respect to the Rollover Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting in accordance with the terms of Section 2.4 hereof. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇ ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocation. Holder hereby affirms that the proxy granted herein is given in connection with the execution of the Merger Agreement and that such proxy is given to secure the performance of the duties of Holder under this Agreement. Holder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇ ▇▇▇▇▇▇ agrees acting severally and not jointly, or any person designated by one of them, with full powers of substitution (the “Proxy Holder”) to represent the Shareholder and vote all of the Rollover Company Ordinary Shares and/or Company Preferred Shares held by the Shareholder, if any, on behalf and in accordance with Section 2.4 hereofthe name of the Shareholder, solely with respect to matters set forth in Sections 2.4(a) – (d) hereof. Notwithstanding anything to at the contrary in this Agreement, the proxy and attorney-in-fact granted by Holder pursuant to this Section 2.6meeting, and all other obligations and covenants of Holder set forth at any postponements or adjournments thereof, in this Section 2.6, shall be revocable by Holder upon the termination favor of the Merger Agreement pursuant to and in accordance with its terms.following resolutions:

Proxy. (a) Prior Each of the Principal Stockholders hereby irrevocably grants to the Expiration Date, Holder hereby (i) grants to, and appoints, Topco, appoints Pierre Belanger and any person designated by Topco, and each of them individually, Helene Belange▇ ▇▇ ▇▇▇▇▇r of ▇’s proxy and attorney-in-fact (▇▇▇ ▇▇ ▇▇▇▇▇ ▇espective capacities as officers of Grantee, with full power of substitution (such individuals and re-substitutiontheir substitutes each being referred to herein as the "Proxy"), for as attorneys and in the name, place and stead of Holder, proxies to vote all Shares on all matters regarding the Merger and the transactions contemplated thereby or any alternate Acquisition Proposal as to which the Principal Stockholders are entitled to vote at a meeting of the Rollover Shares or execute and deliver a consent or approval in respect of the Rollover Shares (or cause any vote or consent to be provided in respect to all of the Rollover Shares)stockholders of the Company, or to which the Principal Stockholders are entitled to express consent or dissent to corporate action in writing without a meeting, in accordance with the terms Proxy's absolute, sole and binding discretion. The Principal Stockholders agree that the Proxy may, in the Principal Stockholders names and stead, (i) attend any annual or special meeting of Section 2.4 hereof, solely with respect to the stockholders of the Company and vote all Shares on all matters set forth in Sections 2.4(a) – (e) hereofregarding the Merger and the transactions contemplated thereby or any alternate Acquisition Proposal at any such annual or special meeting, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder execute with respect to all Shares any written consent to, or dissent from, corporate action respecting any matter regarding the Rollover Shares (including Merger and the power transactions contemplated thereby or any alternate Acquisition Proposal to execute and deliver written consents), solely with which the stockholders of the Company are entitled to express such consent or dissent without a meeting. With respect to matters set forth in Sections 2.4(aany matter regarding the Merger and the transactions contemplated thereby or any alternate Acquisition Proposal, the Principal Stockholders agree to refrain from (a) – (d) hereof, voting at the Company Stockholder Meeting and any other annual or special meeting of the stockholders and in every action by of the Company, (b) executing any written consent in lieu of such a meeting of the stockholders of the Company, (c) exercising any rights of dissent with respect to the Shares, and (d) granting any proxy or authorization to any person with respect to the voting of the Shares, except pursuant to this Agreement, or taking any action contrary to or in accordance any manner inconsistent with the terms of this Agreement. The Principal Stockholders agree that this grant of proxy pursuant to this Section 2.4 hereof. (c2(b) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not is irrevocable and that any such proxies are hereby revoked, coupled with an interest and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocation. Holder hereby affirms that the persons designated as the Proxy pursuant hereto may at any time name any other person who is an officer of Grantee as a substituted Proxy hereunder to act pursuant hereto, either as to a specific matter or as to all matters. The Principal Stockholders further agree to execute all additional writings, consents and authorizations as may be reasonably requested by the Proxy in writing to evidence the powers granted to the Proxy hereby or to enable the Proxy to exercise those powers. The Principal Stockholders hereby revoke any proxy previously granted herein by them with respect to the Shares. The Principal Stockholders affirm that the grant of proxy set forth in this Section 2(b) is given in connection with the execution of the Merger Agreement Agreement, and that such proxy is given to secure the performance of the duties of Holder the Principal Stockholders under this Agreement. Holder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees to vote the Rollover Shares in accordance with Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (d) hereof. Notwithstanding anything to the contrary in this Agreement, the proxy and attorney-in-fact granted by Holder pursuant to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement pursuant to and in accordance with its terms.

Proxy. (a) Prior to the Expiration DateEACH STOCKHOLDER HEREBY GRANTS TO, Holder hereby AND APPOINTS, PARENT, THE PRESIDENT OF PARENT AND THE SECRETARY OF PARENT, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, SUCH STOCKHOLDER’S IRREVOCABLE (iUNTIL THE TERMINATION DATE (AS DEFINED BELOW)) grants to, and appoints, Topco, and any person designated by Topco, and each of them individually, ▇▇▇▇▇▇’s proxy and attorneyPROXY AND ATTORNEY-inIN-fact FACT (with full power of substitution and re-substitution), for and in the name, place and stead of Holder, to vote all of the Rollover Shares or execute and deliver a consent or approval in respect of the Rollover Shares WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES OWNED BY SUCH STOCKHOLDER IN ACCORDANCE WITH SECTION 1.1. EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (or cause any vote or consent to be provided in respect to all of the Rollover Shares), in accordance with the terms of Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(aUNTIL THE TERMINATION DATE) – (e) hereof, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereofAND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SUCH STOCKHOLDER WITH RESPECT TO THE COVERED SHARES OWNED BY SUCH STOCKHOLDER. (b) The attorneys-in-fact parties acknowledge and proxies named above are hereby authorized agree that neither Parent, nor Parent’s successors, assigns, subsidiaries, divisions, employees, officers, directors, shareholders, agents and empowered by Holder at affiliates, shall owe any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Sharesduty to, and to exercise all votingwhether in law or otherwise, consent and similar rights or incur any liability of Holder any kind whatsoever, including without limitation, with respect to the Rollover Shares any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind or nature whatsoever to the power Stockholder in connection with, as a result of or otherwise relating to execute any vote (or refrainment from voting) in accordance with Section 1.1 by Parent of the Covered Shares subject to the irrevocable proxy hereby granted to Parent at any annual, special or other meeting or action or the execution of any consent of the Stockholders of the Company. The parties acknowledge that, pursuant to the authority hereby granted under the irrevocable proxy, Parent may vote the Covered Shares pursuant to Section 1.1 in furtherance of its own or Merger Sub’s interests, and deliver written consents)Parent is not acting as a fiduciary for the Stockholder. Except pursuant to Section 5.1 of this Agreement, solely with respect to matters set forth in Sections 2.4(a) – (d) hereofthis irrevocable proxy shall not be terminated by any act of the Stockholder or by operation of law, at or by the Company Stockholder Meeting and occurrence of any other annual event or special meeting events (including, without limiting the foregoing, the termination of stockholders and in every action any trust or estate for which the Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If after the execution hereof any trust or estate should be terminated, or if any corporation or partnership should be dissolved or liquidated, or if any other such event or events shall occur before the Termination Date, certificates representing the Covered Shares shall be delivered by written consent in lieu or on behalf of such a meeting the applicable Stockholder in accordance with the terms of Section 2.4 hereof. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocation. Holder hereby affirms that the proxy granted herein is given in connection with the execution conditions of the Merger Agreement and that such proxy is given to secure the performance of the duties of Holder under this Agreement. Holder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees to vote the Rollover Shares in accordance with Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (d) hereof. Notwithstanding anything to the contrary in this Agreement, the proxy and attorney-in-fact granted actions taken by Holder pursuant to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, Parent hereunder shall be revocable by Holder upon the termination as valid as if such death, incapacity, termination, dissolution, liquidation or other event or events had not occurred, regardless of the Merger Agreement pursuant to and in accordance with its termswhether or not Parent has received notice of such death, incapacity, termination, dissolution, liquidation or other event.

Proxy. (a) Prior In order to secure the obligations set forth herein, during the term of this Agreement and subject to the Expiration DateExcluded Voting Matters, Holder the Stockholders hereby (i) grants toirrevocably appoint Parent, or any nominee thereof, with full power of substitution and appointsresubstitution, Topco, as its true and any person designated by Topco, and each of them individually, ▇▇▇▇▇▇’s lawful proxy and attorney-in-fact (with full power of substitution and re-substitution)fact, for and only in the name, place and stead of Holderevent that such Stockholders do not comply with their obligations in Section 2.1, to vote all of the Rollover Shares or execute and deliver a written consent or approval in respect of the Rollover Shares (or cause any vote or consent to be provided in respect to all of the Rollover Shares), in accordance with the terms of Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (e) hereof, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder with respect to the Rollover Stockholders’ Covered Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting in accordance with the terms of Section 2.4 hereof. (c) Holder 2.1. The Stockholders hereby represents and warrants to Topco affirm that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocation. Holder hereby affirms that the this proxy granted herein is given in connection with the execution of the Merger Agreement and that such proxy is given to secure the performance of the duties of Holder under this Agreement. Holder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law and shall be irrevocable, except upon termination of this Agreement, and the Stockholders will take such further action or execute such other instruments as may be reasonably necessary to support effectuate the creation intent of a this proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms all that such revoke any proxy may lawfully do or cause to be done previously granted by virtue hereof. ▇▇▇▇▇▇ agrees to vote the Rollover Shares in accordance with Section 2.4 hereof, solely Stockholders with respect to matters any of their Covered Shares. The proxy granted by the Stockholders shall be automatically revoked upon the termination of this Agreement, as set forth in Sections 2.4(a) – (d) hereofSection 6.1, and Parent may further terminate this proxy at any time at its sole election by written notice provided to the Stockholders. The proxyholder may not exercise the proxy granted pursuant to this Section 2.3 on any matter except for those described in Section 2.1 and the proxy granted pursuant to this Section 2.3 shall not cover any Excluded Voting Matter. Notwithstanding anything herein to the contrary in this Agreement, (a) nothing herein shall require the proxy and attorney-in-fact granted Stockholders to deliver a written consent, be present (in person or by Holder proxy) or vote (or cause to be voted) any of the Covered Shares in a manner that (i) changes the amount or form of the consideration payable in the Integrated Mergers pursuant to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination terms of the Merger Agreement pursuant (the “Merger Consideration”), (ii) imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, (iii) provides for the payment by the Stockholders (or any Affiliate thereof) of any indemnification or other amounts, (iv) adds any additional covenants on the activities of the Stockholders (or any Affiliate thereof) (e.g., restrictive covenants), and/or (v) imposes any material restrictions or additional conditions on the consummation of the Integrated Mergers or extends the End Date ((i) through (v), the “Excluded Voting Matters”), and (b) other than as set forth in Section 2.1, the Stockholders shall remain free to and vote (or execute consents or proxies with respect to) the Covered Shares in accordance with its termsany manner the Stockholders deem appropriate.

Proxy. To fully implement the agreement of the Stockholder set forth in Section 2.1 above, the Stockholder hereby irrevocably appoints Logitech Subsidiary, its officers and designees, with full power of substitution (a) Prior each of Logitech Subsidiary, its officers and designees and its substitutes being referred to herein as the Expiration Date, Holder hereby (i) grants to, and appoints, Topco, and any person designated by Topco"Proxy"), and each of them individually, ▇▇▇▇▇▇’s as the true and lawful attorney and proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead Stockholder until the termination of Holderthis Agreement, to vote all Stockholder Shares on matters as to which such Stockholder is entitled to vote at a meeting of the Rollover Shares stockholders of the Company or execute and deliver a to which such Stockholder is entitled to express consent or approval dissent to corporate action in respect writing without a meeting of stockholders, in the Proxy's absolute, sole and binding discretion, on the matters specified in Section 2.1 above. The Stockholder agrees that the Proxy may, prior to the termination of this Agreement, in such Stockholder's name and stead, (i) attend any annual or special meeting of the Rollover Shares (or cause any vote or consent to be provided in respect to all stockholders of the Rollover Shares), Company and vote all Stockholder Shares at any such annual or special meeting as to the matters specified in accordance with the terms of Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (e) hereof2.1 above, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder execute with respect to all Stockholder Shares any written consent to, or dissent from, corporate action respecting any matter specified in Section 2.1 above. Prior to the Rollover termination of this Agreement, the Stockholder agrees to refrain from, without the prior written consent of Logitech Subsidiary, (x) voting the Stockholder Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, of such Stockholder at the Company Stockholder Meeting and any other annual or special meeting of the stockholders and of the Company in every action by any manner inconsistent with the terms of this Agreement, (y) executing any written consent in lieu of such a meeting of the stockholders of the Company in accordance any manner inconsistent with the terms of Section 2.4 hereof. this Agreement, and (cz) Holder hereby represents and warrants granting any proxy or authorization to Topco that any proxies heretofore given in person with respect to the voting of the Rollover Shares are not irrevocable and that Stockholder Shares, except pursuant to this Agreement, or taking any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees action contrary to promptly notify Topco and the Company of such revocation. Holder hereby affirms that the proxy granted herein is given or in connection any manner inconsistent with the execution terms of the Merger Agreement and that such proxy is given to secure the performance of the duties of Holder under this Agreement. Holder hereby further affirms The Stockholder agrees that the this grant of proxy granted herein and appointment of attorney is irrevocable and coupled with an interest sufficient and agrees that the person designated as Proxy pursuant hereto may at law any time name any other person as its substituted Proxy to support the creation of act pursuant hereto, either as to a proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms specific matter or as to all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees to vote the Rollover Shares in accordance with Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (d) hereof. Notwithstanding anything to the contrary in this Agreement, the proxy and attorney-in-fact granted by Holder pursuant to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement pursuant to and in accordance with its termsmatters.

Proxy. (a) Prior Subscriber recognizes that it is in the best interest of Subscriber and the other holders of Preferred Shares to have the votes of the holders of Preferred Shares cast as a block on matters submitted to the Expiration Datestockholders of the BDC. Accordingly, Holder Subscriber hereby (i) grants to, and appoints, Topco, and any person designated by Topco, and each of them individually, appoints C. ▇▇▇▇▇ ▇▇▇▇▇▇’s ▇▇, and his successor or assignee (“Proxy Holder”), as the proxy for the undersigned to attend all meetings of the stockholders of the BDC (including any postponements or adjournments thereof) and attorney-in-fact to vote any and all Preferred Shares in the BDC outstanding in the name of the undersigned, both for purposes of any actions approved by the stockholders via written consent and actions taken at any meeting of stockholders (including any postponements or adjournments thereof), giving and granting to Proxy Holder full power of attorney and authority to do and perform each and every act and thing whether necessary or desirable to be done, as fully as the undersigned might or could do if personally present, with full power of substitution substitution, appointment and re-substitution), for and in the name, place and stead of Holder, to vote all of the Rollover Shares or execute and deliver a consent or approval in respect of the Rollover Shares (or cause any vote or consent to be provided in respect to all of the Rollover Shares), in accordance with the terms of Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (e) hereofrevocation, and (ii) revokes any hereby ratifying and confirming all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder with respect to the Rollover Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting in accordance with the terms of Section 2.4 hereof. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocation. Holder hereby affirms that the proxy granted herein is given in connection with the execution of the Merger Agreement and that such proxy is given to secure the performance of the duties of Proxy Holder under this Agreement. Holder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms all that such proxy may lawfully do does or cause causes to be done by virtue hereof. ▇▇▇▇▇▇ agrees to vote Subscriber affirms that this proxy is given in connection with the Rollover purchase by the undersigned of the Subscribed Shares in accordance offered by the BDC hereby, that this proxy is coupled with Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (d) hereof. Notwithstanding anything to the contrary in this Agreement, an interest and that the proxy and attorney-in-fact related powers granted hereunder shall, without limitation, give the Proxy Holder the right to exercise on behalf of Subscriber any put or other similar rights granted to the holders of Preferred Shares. This proxy will be irrevocable and be effective for so long as Subscriber has an ownership interest in the BDC, except it shall terminate upon execution by the Proxy Holder of an instrument of termination that specifies in writing that this proxy is terminated. Subscriber agrees that, in the event of the death or disability of Proxy Holder, for purposes of this Section 5, the power of substitution and right to appoint a successor “Proxy Holder” with all the rights described above shall automatically be vested in the management of REIT Funding, LLC. Subscriber hereby releases REIT Funding, LLC, REIT Administration, LLC and each of their respective officers, members and employees, including without limitation the Proxy Holder, from any and all liabilities for or resulting from the lawful exercise of the rights granted by Holder pursuant to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement pursuant to and in accordance with its terms5.

Proxy. (a) Prior The parties intend that this Agreement shall also constitute an irrevocable “proxy” created under and pursuant to Section 2-507 of the Maryland General Corporation Law (the “MGCL”), and that the irrevocable appointment of proxies by the Scopia Parties pursuant to this Section 6 are intended to be coupled with an interest by virtue of the Scopia Parties’ entering into this Agreement and the voting obligations contained herein. The Scopia Parties hereby represent that all proxies (other than the irrevocable proxy created hereby), powers of attorney, instructions or other requests given by or on behalf of the Scopia Parties prior to the Expiration Date, Holder hereby (i) grants to, and appoints, Topco, and any person designated by Topco, and each execution of them individually, ▇▇▇▇▇▇’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Holder, to vote all of the Rollover Shares or execute and deliver a consent or approval this Agreement in respect of the Rollover Shares voting of shares of Common Stock, if any, are not irrevocable, the Scopia Parties hereby revoke (or shall cause any vote or consent to be provided in respect to revoked) any and all previous proxies, powers of the Rollover Shares)attorney, in accordance with the terms of Section 2.4 hereof, solely instructions and other requests with respect to matters set forth in Sections 2.4(a) – (e) hereof, and (ii) revokes any and all proxies heretofore given in respect shares of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereofCommon Stock. (b) The attorneys-in-fact and proxies named above are If the Scopia Parties fail to vote in accordance with the provisions of Section 3(a) of this Agreement (whether in person or by proxy), the Scopia Parties hereby authorized and empowered by Holder at any time after the date hereof and prior irrevocably appoint (to the Expiration Date to act fullest extent permitted by the MGCL) as their proxy ▇▇▇▇▇ ▇. ▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder with respect to the Rollover Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting in accordance with the terms of Section 2.4 hereof. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, ▇▇▇ and ▇▇▇▇▇▇ agrees to promptly notify Topco ▇. ▇’▇▇▇▇▇, or either of them, in their respective capacities as officers of the Company, and any individual who shall hereafter succeed any such officer of the Company, and any other person designated in writing by the Company (the “Proxies”), with full power of such revocation. Holder hereby affirms substitution and resubstitution in each of them, to cast on behalf of the Scopia Parties all votes that the Scopia Parties are entitled to cast with respect to shares of Common Stock in accordance with Section 3(a) of this Agreement (I) at the Company’s 2017 annual meeting of stockholders and (II) at any special meeting of Company stockholders called for the purposes of obtaining Requisite Stockholder Approval, however called, including any postponement or adjournment thereof, in each case to the extent relating to or reasonably expected to affect or concern the Reclassification, at which any of the matters described in Section 3(a) of this Agreement are to be considered. (c) Any instruction pursuant to the proxy and power of attorney granted in this Section 6 may be given by any of the Proxies, acting individually. (d) The irrevocable proxy granted herein is given in connection with the execution of the Merger Agreement and that such proxy is given pursuant to secure the performance of the duties of Holder under this Agreement. Holder hereby further affirms that the proxy granted herein Section 6 is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereofof, among other things, the voting obligations of the Scopia Parties set forth in this Agreement, was given by the Scopia Parties to induce the Company to enter into this Agreement and, pursuant to Section 2-507(d) of the MGCL, shall be irrevocable. (e) The irrevocable proxy granted pursuant to this Section 6 shall be effective on the date first set forth above and shall survive until the conclusion of the Voting and Support Period (whereupon the irrevocable proxy shall terminate automatically and be without further force and effect). ▇▇▇▇▇▇ agrees The appointment of the Proxies is intended to vote remain valid for the Rollover Shares entire duration of the Voting and Support Period, in accordance with Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a2-507(b) – (d) hereof. Notwithstanding anything to the contrary in this Agreement, the proxy and attorney-in-fact granted by Holder pursuant to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement pursuant to and in accordance with its termsMGCL.

Proxy. (a) Prior to the Expiration Date, Holder hereby (i) grants toEach Stockholder that is a Phoenix Stockholder, by this Agreement, hereby constitutes and appoints, Topco, and any person designated by Topco, and each of them individually, appoints ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Holder, to vote all of the Rollover Shares or execute and deliver a consent or approval in respect of the Rollover Shares (or cause any vote or consent to be provided in respect to all of the Rollover Shares), in accordance with the terms of Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (e) hereof, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder with respect to the Rollover Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting in accordance with the terms of Section 2.4 hereof. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, ▇ and ▇▇▇▇▇▇ agrees ▇▇▇▇▇, as their representative (the “Phoenix Representative”) with full power of substitution, during and for the Proxy Term, as the Phoenix Stockholder’s true and lawful attorney and grants each Phoenix Representative an irrevocable proxy coupled with power, for and in the Phoenix Stockholder’s name, place and stead, to promptly notify Topco and vote each Share owned by such Stockholder as such Stockholder’s proxy, at every meeting of the stockholders of the Company of such revocation. Holder hereby affirms that the proxy granted herein is given or any adjournment thereof or in connection with the execution any written consent of the Merger Agreement Company’s stockholders. Such Stockholder intends the foregoing proxy to be, and that such proxy is given to secure the performance of the duties of Holder under this Agreement. Holder hereby further affirms that the proxy granted herein is it shall be, irrevocable and coupled with an interest sufficient at law during the Proxy Term and hereby revokes any proxies previously granted by the Stockholder with respect to support the creation of Shares. (ii) Each Stockholder that is a proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇▇ agrees Stockholder, by this Agreement, hereby constitutes and appoints ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇, as its representative (the “▇▇▇▇▇▇▇ Representative” and, together with the Phoenix Reprsentative, the “Representatives” or each individually a “Representative”) with full power of substitution, during and for the Proxy Term, as the Stockholder’s true and lawful attorney and hereby grants each ▇▇▇▇▇▇▇ Representative an irrevocable proxy coupled with power, for and in the ▇▇▇▇▇▇▇ Stockholder’s name, place and stead, to vote each Share owned by such Stockholder as such Stockholder’s proxy, at every meeting of the Rollover stockholders of the Company or any adjournment thereof or in connection with any written consent of the Company’s stockholders. Such Stockholder intends the foregoing proxy to be, and it shall be, irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxies previously granted by the Stockholder with respect to the Shares. (iii) All of the Stockholders agree to vote their Shares in accordance with this Section 2.4 hereof3. If any Stockholder or its Representative fails or refuses to vote the Shares as required by this Section 3, solely with respect to matters set forth then the ▇▇▇▇▇▇▇ Representative (in Sections 2.4(athe case of a Phoenix Stockholder or Phoenix Representative failure or refusal) – or the Phoenix Representative (din the case of a ▇▇▇▇▇▇▇ Stockholder or ▇▇▇▇▇▇▇ Representative failure or refusal) hereof. Notwithstanding anything shall have an irrevocable proxy of indefinite duration pursuant to the contrary provisions of Section 212 of the Delaware General Corporation Law, coupled with an interest, to so vote those Shares in accordance with this Section 3, and each Phoenix Stockholder and ▇▇▇▇▇▇▇ Stockholder hereby grants to the others’ Representative such irrevocable proxy. (iv) The Stockholders agree not to enter into any agreement or understanding with any person or entity or take any action during the Proxy Term which will permit any person or entity to vote or give instructions to vote the Common Stock in any manner inconsistent with the terms of this Section 3. The Stockholders further agree to take such further action and execute and deliver, and cause others to execute and deliver such other instruments as may be necessary to effectuate the intent of this Agreement, including without limitation, proxies and other documents permitting, as applicable, the proxy and attorney-in-fact granted by Holder pursuant Phoenix Representative or the ▇▇▇▇▇▇▇ Representative, to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon vote the termination of Common Stock or to direct the Merger Agreement pursuant record owners thereof to and vote the Common Stock in accordance with its termsthis Agreement. Without limiting the foregoing, each Stockholder will use commercially reasonable efforts to, and will instruct the record owner of the Common Stock to, deliver to, as applicable, the Phoenix Representative or the ▇▇▇▇▇▇▇ Representative, a duly executed Irrevocable Proxy in the form attached hereto as Exhibit A not later than 5 business days after the date hereof.

Proxy. (a) Prior to the Expiration Date, Holder hereby (i) grants toSince the 8th AGM will be conducted via RPEV virtually, if a Unitholder entitled to attend and appointsvote at a meeting is not able to participate the 8th AGM via LUMI AGM facilities on 10 August 2020, Topcoin accordance with established practices, we encourage the Unitholders to appoint the Chairman of the meeting as his/her Proxy and any indicate the voting instructions in the instrument appointing a Proxy (Proxy Form). (ii) A Unitholder entitled to attend and vote at the 8th AGM is entitled to appoint another person designated (whether a Unitholder or not) as its proxy to attend and vote instead of him/her. There shall be no restrictions as to the qualification of the proxy. A proxy appointed to attend and vote at the 8th AGM shall have the same rights as the Unitholder to speak at the AGM. (iii) A Unitholder shall not be entitled to appoint more than two (2) proxies to attend and vote at the AGM. Where a Unitholder appoints two (2) proxies, the appointment shall be invalid unless the Unitholder specifies the proportions of its holdings to be represented by Topcoeach proxy in the Form of Proxy. (iv) Where a Unitholder is a corporation, its duly authorised representative shall be entitled to attend and vote at the AGM and shall be entitled to appoint another person (whether a Unitholder or not) as its proxy to attend and vote. The Proxy Form shall be in writing under the hands of the appointor or of his/her attorney duly authorised in writing or if the appointor is a corporation either under its common seal, or the hand of its officer or its duly authorised attorney. An instrument appointing a Proxy to vote at a meeting shall be deemed to include the power to demand or join in demanding a poll on behalf of the appointor. (v) If a Unitholder is an authorised nominee as defined under the Securities Industry (Central Depositories) ▇▇▇ ▇▇▇▇, it may appoint at least one (1) proxy in respect of each securities account it holds with units of them individuallyAmFIRST REIT standing to the credit of the said securities account. (vi) Where a Unitholder is an exempt authorised nominee which holds units in AmFIRST REIT for multiple beneficial owners in one (1) securities account (“Omnibus Account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each Omnibus Account it holds. (vii) The appointment of Proxy may be made in a hardcopy form or by electronic means as follows: In Hardcopy Form The Hardcopy Proxy Form shall be in writing under the hands of the appointor or of his/her attorney duly authorised in writing or if the appointor is a corporation either under its common seal, or the hand of its officer or its duly authorised attorney. An instrument appointing a Proxy to vote at a meeting shall be deemed to include the power to demand or join in demanding a poll on behalf of the appointor. The Proxy Form shall be deposited at the office of the Share Registrar of the AmFIRST REIT at Boardroom Share Registrars Sdn. Bhd., 11th Floor, Menara Symphony, ▇▇. ▇, ▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇ ▇▇▇ ▇▇▇, Seksyen 13, 46200 ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇’s proxy and attorney-in-fact (with full power of substitution and re-substitution)▇▇ ▇▇▇▇▇ ▇▇▇▇▇, for and in the name, place and stead of Holder, to vote all of the Rollover Shares or execute and deliver a consent or approval in respect of the Rollover Shares (or cause any vote or consent to be provided in respect to all of the Rollover Shares), in accordance with the terms of Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (e) hereof, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney▇▇ no later than forty-in-fact and proxy eight (48) hours before the time for holding the meeting or any adjourned meeting at which the person named in the instrument proposes to vote the Rollover Sharesvote, and to exercise all voting, consent and similar rights of Holder with respect in default the Proxy Form shall not be treated as valid. The Proxy Form may be submitted: a) to the Rollover Shares Share Registrar of AmFIRST REIT, Boardroom Share Registrars Sdn. Bhd. (including the power “Boardroom Share Registrar’s”) via e-mail to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting in accordance with the terms of Section 2.4 hereof▇▇▇. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocation. Holder hereby affirms that the proxy granted herein is given in connection with the execution of the Merger Agreement and that such proxy is given to secure the performance of the duties of Holder under this Agreement. Holder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, no later than forty-eight (48) hours before the time for holding the meeting or any adjourned meeting at which the person named in the instrument proposes to vote, or b) via electronic means (“e-Proxy”) through the smart investor portal at ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇ agrees by logging in and selecting “E-PROXY LODGEMENT” no later than forty-eight (48) hours before the time for holding the meeting or any adjourned meeting at which the person named in the instrument proposes to vote the Rollover Shares in accordance with Section 2.4 hereofvote, solely with respect to matters set forth in Sections 2.4(a) – (d) hereof. Notwithstanding anything please refer to the contrary in this Agreement, Annexure to the proxy and attorneyProxy Form for further information on submission via e-in-fact granted by Holder pursuant to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement pursuant to and in accordance with its termsProxy).

Proxy. (a) Prior to the Expiration Date, Holder The Stockholder hereby (i) grants to, and appoints, Topco, and any person designated by Topco, and each of them individually, ▇▇▇▇▇▇’s irrevocably appoints as its proxy and attorney-in-fact (fact, the Company, the executive officers of the Company and any person designated in writing by the Company, each of them individually, with full power of substitution and re-substitutionresubstitution (each, a “Proxy Stockholder”), for to consent to or vote the Subject Shares at any meeting (whether annual or special and in whether or not an adjourned or postponed meeting), however called, of the name, place and stead stockholders of Holderthe Company or with respect to any written consent of the stockholders of the Company, to vote all appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purpose of the Rollover Shares or execute establishing a quorum and deliver a consent or approval in respect of the Rollover Shares (vote, or cause any vote or consent to be provided in respect to voted at such meeting or by written consent, all of the Rollover Shares), in accordance with the terms of Section 2.4 hereof, Subject Shares solely with respect to the matters and in the manner set forth in Sections 2.4(a) – (e) hereof, Section 1.01 if the Stockholder does not timely attend and (ii) revokes any and all proxies heretofore given so vote its Subject Shares at such meeting or in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereofsuch written consent. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and Stockholder intends this proxy to vote be irrevocable and unconditional during the Rollover Sharesterm of this Agreement and coupled with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effect the intent of this proxy, and to exercise all voting, consent and similar rights of Holder hereby revokes any proxy previously granted by the Stockholder with respect to the Rollover Subject Shares (including and the power Stockholder hereby represents that any such prior proxy is revocable). Stockholder hereby agrees not to execute and deliver written consents), solely grant any proxy during the term of this Agreement with respect to matters set forth any Subject Shares that is inconsistent with the proxy granted pursuant to this Section 1.02. Any attempt by the Stockholder to grant a proxy, vote, consent or express dissent with respect to (or otherwise to utilize the voting power of) the Subject Shares in Sections 2.4(a) – (d) hereof, at a manner inconsistent with the Company proxy granted pursuant to this Section 1.02 shall be null and void ab initio. The proxy granted by the Stockholder Meeting and any other annual or special meeting shall be automatically revoked upon termination of stockholders and in every action by written consent in lieu of such a meeting this Agreement in accordance with the terms of Section 2.4 hereof. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocation4.02. Holder hereby affirms that the proxy granted herein is given in connection with the execution of the Merger Agreement and that such proxy is given to secure the performance of the duties of Holder under this Agreement. Holder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revoked. Holder The Stockholder hereby ratifies and confirms all actions that such the proxy appointed hereunder may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees to vote the Rollover Shares in accordance with Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (d) hereof. Notwithstanding anything to the contrary in this Agreement, the proxy and attorney-in-fact granted by Holder pursuant to this Section 2.6, and all other obligations and covenants of Holder 1.02. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.61.02 is given in connection with and granted in consideration of, shall be revocable by Holder upon and as an inducement to the termination of Company entering into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Stockholder under this Agreement. The parties hereto acknowledge and agree that neither the Company nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the valid exercise of the proxy granted pursuant to and in accordance with its termsthis Section 1.02.

Proxy. (a) Prior to the Expiration Date, Holder hereby (i) grants to, and appoints, TopcoThe Recipient, and any person designated by Topcosubsequent holder of the At-Risk Shares, if any, hereby irrevocably grants to and each appoints the Secretary or any Assistant Secretary of the Company, from time to time, or any of them individuallyin their respective capacities as officers of the Company, ▇▇▇▇▇▇’s proxy and attorney-in-fact (with full power of substitution (such individuals and re-substitutiontheir substitutes each being referred to herein as the "Proxy"), for as attorneys and in the name, place and stead of Holder, proxies to vote all At-Risk Shares on all matters as to which the Recipient is entitled to vote at a meeting of the Rollover Shares holders of Common Stock of the Company, or execute and deliver a to which the Recipient is entitled to express consent or approval dissent to corporate action in respect of the Rollover Shares (or cause any vote or consent to be provided in respect to all of the Rollover Shares)writing without a meeting, solely in accordance with Section 5(a) above. The Recipient agrees that the terms of Section 2.4 hereofProxy may, solely with respect to matters set forth in Sections 2.4(athe Recipient’s name and stead, (i) – (e) hereof, and (ii) revokes attend any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder with respect to the Rollover Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of the stockholders of the Company and in every vote all At-Risk Shares on all matters at any such annual or special meeting and (ii) execute with respect to all At-Risk Shares any written consent to, or dissent from, corporate action by respecting any matter to which the stockholders of the Company are entitled to express such consent or dissent without a meeting. With respect to any such matter, the Recipient agrees to refrain from (A) voting at any annual or special meeting of the stockholders of the Company, (B) executing any written consent in lieu of such a meeting of the stockholders of the Company, (C) exercising any rights of dissent with respect to the At-Risk Shares and (D) granting any proxy or authorization to any person with respect to the voting of the At-Risk Shares, except pursuant to this Agreement, or taking any action contrary to or in accordance any manner inconsistent with the terms of Section 2.4 hereof. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocation. Holder hereby affirms that the proxy granted herein is given in connection with the execution of the Merger Agreement and that such proxy is given to secure the performance of the duties of Holder under this Agreement. Holder hereby further affirms The Recipient agrees that the this grant of proxy granted herein pursuant to this Section 5(b) is irrevocable and coupled with an interest sufficient and agrees that the persons designated as the Proxy pursuant hereto may at law any time name any other person who is an officer of the Company as a substituted Proxy hereunder to support the creation of act pursuant hereto, either as to a proxy and power of attorney and may under no circumstances be revokedspecific matter or as to all matters. Holder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ The Recipient further agrees to vote execute all additional writings, consents and authorizations as may be reasonably requested by the Rollover Shares Proxy in accordance with Section 2.4 hereof, solely writing to evidence the powers granted to the Proxy hereby or to enable the Proxy to exercise those powers. The Recipient hereby revokes any proxy previously granted by him with respect to matters set forth in Sections 2.4(a) – (d) hereof. Notwithstanding anything to the contrary in this Agreement, the proxy and attorneyAt-in-fact granted by Holder pursuant to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement pursuant to and in accordance with its termsRisk Shares.

Proxy. (a) Prior to Each Pledgor hereby irrevocably constitutes and appoints the Expiration DateCollateral Agent, Holder hereby (i) grants toas agent for the Secured Parties, and appointswhether or not the Shares have been transferred into the name of the Secured Parties, Topco, and any person designated by Topco, and each of them individually, ▇▇▇▇▇▇’s as such Pledgor's proxy and attorney-in-fact with respect to his Shares, with full power to (with a) attend meetings of the holders of the Common Stock held after the date of this Agreement, and to vote the Shares at those meetings in such manner as such attorney-in-fact shall, in his sole and absolute discretion, deem appropriate, (b) consent or withhold consent, in the sole and absolute discretion of such attorney-in-fact, to any action for which consent of the shareholders of the Company is or may be necessary or appropriate, and (c) do all things and exercise all rights, powers, privileges and remedies to which an owner of the Shares would be entitled, giving and granting unto such attorney-in-fact full power of substitution and re-substitutionrevocation. Notwithstanding the provisions contained in the preceding sentence (hereinafter referred to as the "Proxy Rights"), for and in neither the nameCollateral Agent, place and stead nor the Secured Parties, nor any of Holderthem, shall have the right to vote all perform, exercise, take or assert any of the Rollover Proxy Rights unless and until there shall have occurred an Event of Default (as that term is defined below). Except upon the occurrence and during the continuation of an Event of Default, each Pledgor shall be entitled to exercise any and all voting and/or consensual rights and powers accruing to an owner of the Shares or execute and deliver a consent or approval in respect of the Rollover Shares (or cause any vote or consent to be provided in respect to all of the Rollover Shares), in accordance with the terms of Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (e) hereof, and (ii) part thereof for any purpose. Each Pledgor hereby revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for and agrees not to grant any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder any person or persons with respect to the Rollover his Shares (including the power to execute and deliver written consents), solely with respect to matters set forth other than as granted herein for so long as this Agreement is in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such a meeting in accordance with the terms of Section 2.4 hereof. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect force. The appointment of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco Secured Parties and the Company of such revocation. Holder hereby affirms that the proxy granted herein is given in connection with the execution of the Merger Agreement and that such proxy is given to secure the performance of the duties of Holder under this Agreement. Holder hereby further affirms that the proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees to vote the Rollover Shares in accordance with Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (d) hereof. Notwithstanding anything to the contrary in this Agreement, the Collateral Agent as proxy and attorney-in-fact granted by Holder pursuant to this Section 2.6, is coupled with an interest and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable irrevocable until all of the Obligations have been satisfied. The Proxy Rights shall be effective, automatically and without the necessity of any action (including any transfer of any Shares on the record books of the Company) by Holder any person (including the Company or any officer or agent thereof), upon the termination occurrence and during the continuance of an Event of Default. Notwithstanding the Merger Agreement pursuant foregoing, neither the Collateral Agent nor any Secured Party shall have any duty to exercise any Proxy Right or to preserve the same and shall not be liable for any failure to do so or for any delay in accordance with its termsdoing so.

Proxy. (a) Prior In order to fully implement the Expiration Dateagreement of each Stockholder set forth in Section 1.1 above, Holder each Stockholder hereby (i) grants toirrevocably appoints Company, and appoints, Topco, and any person designated by Topco, and each of them individually, ▇▇▇▇▇▇’s proxy and attorney-in-fact (with full power of substitution (Company and re-substitutionits substitutes being referred to herein as the “Proxy”), for as the true and in the name, place lawful attorney and stead proxy of Holder, such Stockholder to vote all Stockholder Shares of such Stockholder on matters as to which such Stockholder is entitled to vote at a meeting of the Rollover Shares stockholders of the Parent or execute and deliver a to which such Stockholder is entitled to express consent or approval dissent to corporate action in respect writing without a meeting, in the Proxy’s absolute, sole and binding discretion, on the matters specified in Section 1.1 above. Each Stockholder agrees that the Proxy may, in such Stockholder’s name and stead, (i) attend any annual or special meeting of the Rollover Shares (or cause any vote or consent to be provided in respect to all stockholders of the Rollover Shares), Parent and vote all Stockholder Shares of such Stockholder at any such annual or special meeting as to the matters specified in accordance with the terms of Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (e) hereof1.1 above, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder execute with respect to all Stockholder Shares of such Stockholder any written consent to, or dissent from, corporate action respecting any matter specified in Section 1.1 above. Such Stockholder agrees to refrain from (A) voting the Rollover Stockholder Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, of such Stockholder at the Company Stockholder Meeting and any other annual or special meeting of the stockholders and of the Parent in every action by any manner inconsistent with the terms of this Agreement, (B) executing any written consent in lieu of such a meeting of the stockholders of the Parent in accordance any manner inconsistent with the terms of Section 2.4 hereof. this Agreement, (cC) Holder hereby represents exercising any rights of dissent with respect to the Stockholder Shares of such Stockholder, and warrants (D) granting any proxy or authorization to Topco that any proxies heretofore given in person with respect to the voting of the Rollover Stockholder Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocation. Holder hereby affirms that the proxy granted herein is given Stockholder, except pursuant to this Agreement, or taking any action contrary to or in connection any manner inconsistent with the execution terms of the Merger Agreement and that such proxy is given to secure the performance of the duties of Holder under this Agreement. Holder hereby further affirms Each Stockholder agrees that the this grant of proxy granted herein and appointment of attorney is irrevocable and coupled with an interest sufficient and agrees that the person designated as Proxy pursuant hereto may at law any time name any other person as its substituted Proxy to support the creation of act pursuant hereto, either as to a proxy and power of attorney and may under no circumstances be revoked. Holder hereby ratifies and confirms specific matter or as to all that such proxy may lawfully do or cause to be done by virtue hereof. ▇▇▇▇▇▇ agrees to vote the Rollover Shares in accordance with Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (d) hereof. Notwithstanding anything to the contrary in this Agreement, the proxy and attorney-in-fact granted by Holder pursuant to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement pursuant to and in accordance with its termsmatters.