Common use of Proxy Clause in Contracts

Proxy. The Shareholder hereby constitutes and appoints the President of Parent, with full power of 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 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the 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 or power of attorney 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 herein.

Proxy. The Shareholder From the date hereof until the Agreement Termination Date, in the event of a failure by a Stockholder to act in accordance with such Stockholder’s obligations as to voting pursuant to Section 1(a) no later than the third Business Day prior to any meeting at which the stockholders of the Company will consider and vote on any of the Supported Matters (a “Stockholder Inaction”), such Stockholder hereby constitutes irrevocably grants to, and appoints the President of appoints, Parent, and any individual designated in writing by Parent, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitutionsubstitution and including for purposes of Section 212 of the DGCL), as for and in the Shareholdername, place and stead of such Stockholder, to vote such Stockholder’s proxy Stockholder Shares, or grant a consent or approval in respect of such Stockholder Shares, with respect to the matters set forth herein, including without limitation, each of Supported Matters in accordance with Section 1(a) prior to the matters described Agreement Termination Date. Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in Sections 2.1 reliance upon such Stockholder’s execution and 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 delivery of this Agreement. The Each Stockholder hereby affirms that the irrevocable proxy granted pursuant to set forth in this Section 1(b) is given in connection with the immediately preceding sentence execution of the Merger Agreement, and that such irrevocable proxy is given to induce Parent to execute secure the Merger Agreement and, as such, performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may be revoked only under the circumstances set forth in the last sentence of this Section 1(b). Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with Applicable Law. Each Stockholder acknowledges and agrees that, if and when a Stockholder Inaction occurs pursuant to this Section 1(b), this Agreement shall constitute the irrevocable proxy granted hereby and that no such further written instrument or proxy shall be required, provided that to the extent Parent determines that any further written instrument or proxy shall be necessary, advisable or desirable, such Stockholder shall, upon written request by Parent, as promptly as practicable, execute and deliver to Parent a separate written instrument or proxy (in a form reasonably acceptable to such Stockholder) that embodies the terms of this irrevocable unless proxy set forth in this Section 1(b). Notwithstanding the foregoing, the proxy and until this appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon the Agreement or Termination Date, and Parent may terminate any such rights proxy granted hereunder terminate or expire pursuant to the terms hereof. The Shareholder hereby revokes this Section 1(b) at any and all previous proxies with respect time at its sole discretion by written notice 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 or power of attorney 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 hereinsuch Stockholder.

Proxy. The During the Support Period, each Shareholder hereby constitutes irrevocably and appoints the President unconditionally grants to, and appoints, Parent or any designee of Parent, Parent as such Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to vote or cause to be voted (including by proxy or written consent, if applicable) the Shares as of the applicable record date in accordance with Section 3; provided that each Shareholder’s grant of the proxy contemplated by this Section 4 shall be effective if, and only if, such Shareholder has not delivered to the Company prior to the meeting at which any of the matters described in Section 3 are to be considered, a duly executed irrevocable proxy card directing that all of his or her Shares be voted in accordance with Section 3; provided, further, that any grant of such proxy shall only entitle Parent or its designee to vote on the matters specified by Section 3, and each Shareholder shall retain the authority to vote on all other matters. Each Shareholder hereby represents that any proxies heretofore given in respect of his or her Shares with respect to the matters specified by Section 3, if any, are revocable, and hereby revokes all other proxies. Each Shareholder hereby affirms that the irrevocable proxy set forth hereinin this Section 4, including without limitationif it becomes effective, each is given in connection with the execution of the matters described in Sections 2.1 and 2.3 of this Merger Agreement, and hereby authorizes that such irrevocable proxy is given to represent and to vote, if and only if secure the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with performance of the terms of this Agreement, all duties of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of Shareholder under this Agreement. The proxy granted pursuant to parties hereby further affirm that the immediately preceding sentence is given to induce Parent to execute the Merger Agreement andirrevocable proxy, as suchif it becomes effective, is coupled with an interest and shall is intended to be irrevocable unless until the termination of this Agreement, at which time it will terminate automatically. If for any reason any proxy granted herein is not irrevocable and is revoked after it becomes effective, then the Shareholder agrees, until the termination of this Agreement or any such rights granted hereunder terminate or expire pursuant Agreement, to vote the terms hereofShares in accordance with Section 3. The Shareholder hereby revokes any and all previous proxies with respect to parties agree that 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 or power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into foregoing is 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 hereinagreement.

Proxy. The If so requested by the Company, the Shareholder hereby constitutes shall constitute and appoints appoint the President of Parentthe Company (or another person designated by the Company), with full power of 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 2.3 of this Agreement, and hereby authorizes shall authorize such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The agreement to grant a proxy granted if requested pursuant to the immediately preceding sentence is given to induce Parent the Company to execute the Merger Agreement and, as such, is the proxy shall be coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereof. The Upon granting such a proxy, the Shareholder hereby revokes shall revoke any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafterthereafter, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney 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 herein.

Proxy. The Shareholder hereby constitutes and appoints the President of Parent, grants a proxy appointing Parent as Shareholder’s attorney-in-fact (with full power of substitution) and proxy, as the for and in Shareholder’s name, place and stead to vote, express consent or dissent, or otherwise to 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 shareholders of the Company, however called, including any adjournment, recess or postponement thereof, and vote the Covered Shares 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 its duly authorized corporate representative in accordance with and for the purposes of Bye-law 84 of the Bye-laws of the Company and Section 78 of the Bermuda Companies Act, whereby such authorized person may for and in Shareholder’s name, place and stead, attend, vote, express consent or dissent, or otherwise utilize such voting power with respect to the Covered Shares at or in relation to any general meeting of the shareholders of the Company, in each case solely to the extent and in the manner specified in Section 1.01. Shareholder hereby affirms that the proxy granted by Shareholder and the 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 Shareholder under this Agreement. Shareholder hereby revokes any proxies heretofore given in respect of any Covered Shares with respect to the matters set forth hereinspecified in Section 1.01, including without limitation, each of except for the matters described in Sections 2.1 and 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this AgreementStanding Proxies. The proxy granted by Shareholder and the appointment and authorization of the corporate representative pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and this Section 1.03 by Shareholder shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the 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 or power deemed revoked automatically upon termination of attorney 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 herein.

Proxy. The Each Shareholder hereby constitutes irrevocably appoints, and appoints at the President request of Parent will cause its Affiliates to irrevocably appoint, as its and their proxy and attorney-in-fact, Parent and any Person designated in writing by Parent, and each of them individually, with full power of substitutionsubstitution and resubstitution, as to vote the Shareholder’s proxy Covered Shareholder Shares in accordance with respect Section 2.01 at the Company Shareholders Meeting and at any annual or special meetings of shareholders of the Company (or adjournments or postponements thereof) prior to the matters set forth herein, including without limitation, each termination of this Agreement in accordance with Section 5.01 at which any of the matters described in Sections 2.1 and 2.3 of this AgreementSection 2.01 is to be considered; provided, and hereby authorizes such proxy to represent and to votehowever, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in (and any such Affiliates’) grant of the manner proxy contemplated by Sections 2.1 this Section 2.03 shall be effective if, and 2.3 only if, such Shareholder (or such Affiliate, as applicable) has not delivered to the Secretary of this Agreementthe Company at least ten (10) Business Days prior to the meeting at which any of the matters described in Section 2.01 is to be considered a duly executed irrevocable proxy card in form and substance reasonably acceptable to Parent (provided that sensitive information such as account numbers may be redacted from the proxy card provided to Parent) directing that the Covered Shareholder Shares be voted in accordance with Section 2.01. The This proxy (and any proxy granted pursuant to the immediately preceding sentence by an Affiliate of a Shareholder will be), if it becomes effective, is (or will be, as applicable) coupled with an interest, is (or will be, as applicable) given to induce as an additional inducement of Parent to execute enter into the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until prior to the termination of this Agreement in accordance with Section 5.01, at which time any such proxy shall terminate. Each Shareholder (solely in its capacity as such) shall take such further actions or execute such other instruments (and shall cause its Affiliates to do so) as may be reasonably necessary to effectuate the intent of this Section 2.03. Parent may terminate this proxy with respect to a Shareholder (or any Affiliates) at any time at its sole election by written notice provided to such rights granted hereunder terminate or expire pursuant to the 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 subject matter of this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney 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 Merger 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 herein.

Proxy. The Shareholder hereby constitutes and appoints the President of ParentConnectOne, with full power of 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 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent ConnectOne to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the 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 or power of attorney 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 herein.

Proxy. The Shareholder Each Pledgor hereby irrevocably constitutes and appoints each Secured Party and the President Collateral Agent, as agent for the Secured Parties, whether or not the Shares have been transferred into the name of Parentthe Secured Parties, as such Pledgor's proxy and attorney-in-fact with respect to his Shares, with full power of substitution, as the Shareholder’s proxy with respect to the matters set forth herein, including without limitation, each (a) attend meetings of the matters described in Sections 2.1 and 2.3 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 revocation. Notwithstanding the provisions contained in the preceding sentence (hereinafter referred to as the "Proxy Rights"), neither the Collateral Agent, nor the Secured Parties, nor any of them, shall have the right to perform, exercise, take or assert any of the 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 any part thereof for any purpose. Each Pledgor hereby authorizes such revokes all proxies heretofore given and agrees not to grant any proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in any person or by written consent) persons with respect to his Shares other than as granted herein for so long as this Agreement is in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreementforce. The appointment of the Secured Parties and the Collateral Agent as proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, and attorney-in-fact is coupled with an interest and shall be irrevocable unless until all of the Obligations have been satisfied. The Proxy Rights shall be effective, automatically and until this Agreement without the necessity of any action (including any transfer of any Shares on the record books of the Company) by any person (including the Company or any such rights granted hereunder terminate officer or expire pursuant agent thereof), upon the occurrence and during the continuance of an Event of Default. Notwithstanding the foregoing, neither the Collateral Agent nor any Secured Party shall have any duty to exercise any Proxy Right or to preserve the terms hereof. The Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares same and shall not hereafter, unless and until this Agreement be liable for any failure to do so or for any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney 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, delay in each case, with respect to any of the matters set forth hereindoing so.

Proxy. The Shareholder hereby constitutes and appoints the President of ParentConnectOne until the Restricted Transfer Termination Date (at which time this proxy shall automatically be revoked), with full power of substitution, as the Shareholder’s proxy with respect to the matters set forth herein, including without limitation, each of the matters described in Sections Section 2.1 and 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections Section 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent ConnectOne to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the 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 or power of attorney 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 hereinherein (other than the granting of a proxy in connection with the Company Shareholder Meeting to vote in a manner consistent with Section 2.1 of this Agreement).

Proxy. (a) The Shareholder Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities which would be inconsistent with the proxy granted hereunder and hereby constitutes irrevocably appoints Parent as proxy for Stockholder to vote the Securities for Stockholder and appoints in Stockholder’s name, place and stead, at any annual or special meeting, or at any adjournment thereof or pursuant to any consent of the President holders of Parentthe Shares, with full power in lieu of substitutiona meeting or otherwise, whether before or after the Acceptance Time (as defined in the Shareholder’s 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 the matters set forth hereinsuch 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, each of the matters described in Sections 2.1 and 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the 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 or power of attorney 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 Shareholder’s Owned SharesSecurities or any execution of any consent for the Approved Purpose in accordance with this Section 1.3(a). The parties acknowledge that, 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 pursuant to the voting authority hereby granted under the irrevocable proxy, Parent may vote the Securities for the Approved Purpose in furtherance of any of any of the Shareholder’s Owned Sharesits own interests, in each case, with respect to any of the matters set forth hereinand Parent is not acting as a fiduciary for Stockholder.

Proxy. The Shareholder Each Stockholder hereby constitutes irrevocably appoints as its proxy and appoints the attorney-in-fact, Xxxxx Xxxxxxxxxx, Vice President and Assistant General Counsel of Parent, and Xxxxx Xxxxxx, Associate General Counsel and Secretary of Parent, and any individual who will hereafter succeed any such persons, and any other Person designated in writing by Parent, each of them individually, with full power of substitutionsubstitution and resubstitution, as the Shareholder’s proxy to vote or execute written consents with respect to the matters set forth herein, including without limitation, each Covered Shares of such Stockholder in accordance with Section 2.1(b) prior to the Expiration Date at any annual or special meetings of stockholders of the Company (or adjournments thereof) at which any of the matters described in Sections 2.1 and 2.3 Section 2.1(b) is to be considered; provided however, in the exercise of this Agreement, and hereby authorizes any such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy granted other action pursuant to the immediately preceding sentence is given grant of such proxy contemplated by this Section 2.3, no holder of such proxy shall in any event have the right (and such proxy shall not confer the right) to induce Parent vote against the Merger, to execute vote to reduce the Merger Consideration, or otherwise modify or amend the Merger Agreement andto reduce the rights or benefits of the stockholders of the Company (including the Stockholders, as suchboth individually or in the aggregate) under the Merger Agreement or to reduce the obligations of the Parent thereunder; provided further, however that such Stockholder’s grant of the proxy contemplated by this Section 2.3 will be effective if, and only if, such Stockholder has not delivered to the Secretary of the Company, at least two business days prior to the meeting at which any of the matters described in Section 2.1(b) is to be considered, a duly executed irrevocable proxy card directing that the Covered Shares of such Stockholder be voted in accordance with Section 2.1(b). This proxy, if it becomes effective, is coupled with an interest interest, is given as an additional inducement of Parent to enter into the Merger Agreement and shall will be irrevocable unless and until this Agreement or prior to the Expiration Date, at which time any such rights granted hereunder proxy will automatically terminate without any further action by the parties hereto. Each Stockholder (solely in its capacity as such) will take such further action or expire pursuant execute such other instruments as may be necessary to effectuate the terms hereofintent of this proxy. The Shareholder hereby revokes any and all previous proxies Parent may terminate this proxy with respect to the Shareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or such Stockholder at any rights granted hereunder terminate or expire pursuant time at its sole election by written notice provided to the terms hereof, purport to grant any other proxy or power of attorney 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 hereinsuch Stockholder.

Proxy. The Shareholder hereby constitutes and appoints the President of Parentthe Company, with full power of 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 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent the Company to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the 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 or power of attorney 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 herein.

Proxy. The If so requested by the Company, each Shareholder hereby constitutes shall constitute and appoints appoint such person designated by the President of ParentCompany, with full power of substitution and re-substitution, as the such Shareholder’s proxy with respect to the matters set forth herein, including without limitation, each of the matters described in Sections 2.1 1 and 2.3 of this Agreement5, and hereby authorizes shall authorize such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 1 and 2.3 of this Agreement5. The agreement to grant a proxy granted if requested pursuant to the immediately preceding sentence is given to induce Parent the Company to execute the Merger Agreement and, as such, is the proxy shall be coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereof. The Upon granting such a proxy, the Shareholder hereby revokes shall revoke any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafterthereafter, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney 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 herein. Notwithstanding any of the foregoing, in the event this Agreement terminates in accordance with Section 8(b)(i) or 8(b)(iii), any proxy granted by the Shareholders to the Company or its designee shall automatically be revoked and terminate.

Proxy. The In furtherance of each Shareholder’s agreement in Section 1(a) above, but subject to the following sentence, each Shareholder hereby constitutes appoints Parent and appoints the President Parent’s designees, and each of Parentthem individually, as such Shareholder’s proxy and attorney-in-fact (with full power of substitution), as for and in the name, place and stead of such Shareholder’s , to vote all Shareholder Shares (at any meeting of shareholders of the Company however called or any adjournment thereof) held by such Shareholder, or to execute one or more written consents in respect of the Shareholder Shares held by such Shareholder, (i) in favor of the adoption of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement, (ii) against any action or agreement (including, without limitation, any amendment of any agreement) that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement, (iii) against any Competing Proposal (including a Competing Proposal that may constitute a Superior Proposal) and (iv) against any agreement (including, without limitation, any amendment of any agreement), amendment of the Articles of Incorporation and Bylaws or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the Merger. Such proxy shall (A) be valid and irrevocable until the termination of this Agreement in accordance with Section 3 hereof and (B) automatically terminate upon the termination of this Agreement in accordance with Section 3 hereof. Except with respect to the matters set forth herein, including without limitationPledge (as defined below), each Shareholder represents that any and all other proxies heretofore given in respect of Shareholder Shares held by such Shareholder are revocable, and that such other proxies have been revoked. Each Shareholder affirms that the foregoing proxy is: (x) given (I) in connection with the execution of the matters described in Sections 2.1 Merger Agreement and 2.3 of this Agreement, and hereby authorizes such proxy (II) to represent and to vote, if and only if secure the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all performance of such Shareholder’s Owned Shares duties under this Agreement, (y) may not be revoked except as otherwise provided in the manner contemplated by Sections 2.1 this Agreement and 2.3 (z) intended to be irrevocable prior to termination of this Agreement. The proxy granted pursuant to Agreement in accordance with the immediately preceding sentence is given to induce Parent to execute provisions of the Merger Agreement andPennsylvania Business Corporation Law of 1988, as such, is coupled with an interest amended. All authority herein conferred shall survive the death or incapacity of each Shareholder and shall be irrevocable unless binding upon the heirs, estate, administrators, personal representatives, successors and until this Agreement or any assigns of such rights granted hereunder terminate or expire pursuant to the 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 or power of attorney 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 herein.

Proxy. The Shareholder Solely in the event of a failure by any Stockholder to act in accordance with such Stockholder’s obligations as to voting pursuant to Section 2, such Stockholder hereby constitutes irrevocably (until the Expiration Time) grants to and appoints the President of Parent, Parent as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), as for and in the Shareholder’s proxy name, place and stead of such Stockholder, to represent, vote and otherwise act (by voting at any meeting of the Company Stockholders, by written consent in lieu thereof or otherwise) with respect to the matters set forth herein, including without limitation, each of Shares owned or held by such Stockholder regarding the matters described referred to in Sections 2.1 Section 2 until the Expiration Time, to the same extent and 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreementsame effect as such Stockholder might or could do under applicable law, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 rules and 2.3 of this Agreementregulations. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, this Section 2.1 is coupled with an interest and shall be irrevocable unless until the Expiration Time. Until the Expiration Time, such Stockholder will take such further action and until will execute such other instruments as may be necessary to effectuate the intent of this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereofproxy. The Shareholder Such Stockholder 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 or power powers of attorney granted with respect to any of the Shareholdersuch Stockholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust that may have heretofore been appointed 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 granted with respect to the matters referred to in this Section 2.1, and prior to the Expiration Time no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by such Stockholder, except as required by any election form or letter of transmittal in connection with the Merger, or in connection with such Stockholder voting of any of any by proxy at the meeting of the Shareholder’s Owned SharesCompany Stockholders as contemplated by Section 2. Notwithstanding the foregoing, this proxy shall terminate upon termination of this Agreement in each case, accordance with respect to any of the matters set forth hereinits terms.

Proxy. The Shareholder Shareholders hereby constitutes irrevocably appoint Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxx and appoints Xxxxxx X. Xxxxxxx (collectively the President “Proxy Holders”), until the earlier to occur of Parentthe Effective Time (as defined in the Merger Agreement) or the Termination Date, as their limited attorney-in-fact and proxy, with full power of substitution, as the Shareholder’s proxy with respect to the matters set forth herein, including without limitation, each for and on behalf of the matters described Shareholders, with authority and direction only to vote at any annual or special meeting, (by written consent or otherwise) the Shares and all other voting securities of the Company that the Shareholders are entitled to vote (at any meeting of shareholders of the Company, whether annual or special and whether or not an adjourned or postponed meeting, or by consent in Sections 2.1 lieu of any such meeting or otherwise) for the Merger and 2.3 the adoption and approval of this the Merger Agreement and the transactions contemplated by the Merger Agreement, and hereby authorizes such proxy against any proposal that the Proxy Holders deem to represent be reasonably likely to prevent the consummation of the Merger and to vote, if and only if the Shareholder (i) fails transactions contemplated by the Merger Agreement. This Agreement confers no other authority to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreementon any other matters. The proxy and power of attorney granted pursuant to the immediately preceding sentence this Agreement is given to induce Parent to execute the Merger Agreement and, as such, is irrevocable and coupled with an interest and cannot be terminated by any act of the Shareholders, including but not limited to the death of any individual Shareholder, or by operation of law, by lack of appropriate power or authority, or by the occurrence of any other event or events (except the occurrence of the Termination Date) and shall be irrevocable unless binding upon all successors, assigns and until this Agreement or any such rights granted hereunder terminate or expire pursuant to legal representatives of the terms hereofShareholders. 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 No subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Shareholders with respect thereto. The proxy granted hereby shall not be permitted to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into make 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 demand for appraisal rights with respect to the voting Shares pursuant to any dissenting shareholder or appraisal provision of applicable law. Each Shareholder in his, her or its capacity as a Shareholder only, further agrees not to act, or to agree to take any action, inconsistent with the foregoing. The proxy granted hereby includes the power to call, or, to the extent legally permissible, cause the Shareholders to call, a special meeting of any shareholders of the Shareholder’s Owned Shares, in each case, with respect Company to any of consider the matters set forth hereinMerger Agreement and the transactions contemplated thereby.

Proxy. The Shareholder In order to secure the obligations set forth herein, during the term of this Agreement and subject to the Excluded Voting Matters, the Stockholders hereby constitutes and appoints the President of irrevocably appoint Parent, or any nominee thereof, with full power of substitutionsubstitution and resubstitution, as its true and lawful proxy and attorney-in-fact, only in the Shareholder’s proxy event that such Stockholders do not comply with their obligations in Section 2.1, to vote or execute a written consent with respect to the matters set forth herein, including without limitation, each of the matters described in Sections 2.1 and 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Stockholders’ Covered Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreementaccordance with Section 2.1. The Stockholders hereby affirm that this proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless irrevocable, except upon termination of this Agreement, and until the Stockholders will take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this Agreement or proxy and hereby revoke any such rights proxy previously granted hereunder terminate or expire pursuant to by the 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 or power of attorney Stockholders with respect to any of their Covered Shares. The proxy granted by the Shareholder’s Owned SharesStockholders shall be automatically revoked upon the termination of this Agreement, deposit as set forth in Section 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 Stockholders to deliver a written consent, be present (in person or by proxy) or vote (or cause to be voted) any of the Shareholder’s Owned Covered Shares into in a voting trust manner that (i) changes the amount or enter into form of the consideration payable in the Integrated Mergers pursuant to the terms of the Merger Agreement (the “Merger Consideration”), (ii) imposes any agreement 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 this Agreement)as set forth in Section 2.1, arrangement the Stockholders shall remain free to vote (or understanding with any person execute consents or entity, directly or indirectly, to vote, grant any proxy or give instructions proxies with respect to to) the voting of Covered Shares in any of any of manner the Shareholder’s Owned Shares, in each case, with respect to any of the matters set forth hereinStockholders deem appropriate.

Proxy. The Shareholder hereby constitutes and appoints the President of Parent, with full power of 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 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent and the Parent’s Bank to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the 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 or power of attorney 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 herein.

Proxy. The Shareholder hereby constitutes and appoints the President of Parent, with full power of 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 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the 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 or power of attorney 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 herein. All obligations set forth in this Section 3.6 with respect to Company Preferred Shares shall apply only to the extent, if any, that the Company Preferred Shares have voting rights associated with them with respect to the matter presented to the Company’s shareholders.

Proxy. The Shareholder Each Pledgor hereby irrevocably constitutes and appoints the President Collateral Agent, as agent for the Secured Parties, whether or not the Shares have been transferred into the name of Parentthe Secured Parties, as such Pledgor's proxy and attorney-in-fact with respect to his Shares, with full power of substitution, as the Shareholder’s proxy with respect to the matters set forth herein, including without limitation, each (a) attend meetings of the matters described in Sections 2.1 and 2.3 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 revocation. Notwithstanding the provisions contained in the preceding sentence (hereinafter referred to as the "Proxy Rights"), neither the Collateral Agent, nor the Secured Parties, nor any of them, shall have the right to perform, exercise, take or assert any of the 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 any part thereof for any purpose. Each Pledgor hereby authorizes such revokes all proxies heretofore given and agrees not to grant any proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in any person or by written consent) persons with respect to his Shares other than as granted herein for so long as this Agreement is in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreementforce. The appointment of the Secured Parties and the Collateral Agent as proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, and attorney-in-fact is coupled with an interest and shall be irrevocable unless until all of the Obligations have been satisfied. The Proxy Rights shall be effective, automatically and until this Agreement without the necessity of any action (including any transfer of any Shares on the record books of the Company) by any person (including the Company or any such rights granted hereunder terminate officer or expire pursuant agent thereof), upon the occurrence and during the continuance of an Event of Default. Notwithstanding the foregoing, neither the Collateral Agent nor any Secured Party shall have any duty to exercise any Proxy Right or to preserve the terms hereof. The Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares same and shall not hereafter, unless and until this Agreement be liable for any failure to do so or for any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney 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, delay in each case, with respect to any of the matters set forth hereindoing so.

Proxy. The Shareholder In order to secure the obligations set forth herein, during the term of this Agreement and subject to the Excluded Voting Matters, the Stockholder hereby constitutes and irrevocably appoints the President of Parent, or any nominee thereof, with full power of substitutionsubstitution and resubstitution, as its true and lawful proxy and attorney-in-fact, only in the Shareholder’s proxy event that such Stockholder does not comply with its obligations in Section 2.1, to vote or execute a written consent with respect to the matters set forth herein, including without limitation, each of the matters described in Sections 2.1 and 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such ShareholderStockholder’s Owned Covered Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreementaccordance with Section 2.1. The Stockholder hereby affirms that this proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless irrevocable, except upon termination of this Agreement, and until the Stockholder will take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereof. The Shareholder proxy and hereby revokes any and all previous proxies with respect to proxy previously granted by 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 or power of attorney Stockholder with respect to any of its Covered Shares. The proxy granted by the Shareholder’s Owned SharesStockholder shall be automatically revoked upon the termination of this Agreement, deposit as set forth in Section 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 Stockholder to deliver a written consent, be present (in person or by proxy) or vote (or cause to be voted) any of the Shareholder’s Owned Covered Shares into in a voting trust manner that (i) changes the amount or enter into form of the consideration payable in the Integrated Mergers pursuant to the terms of the Merger Agreement (the “Merger Consideration”), (ii) imposes any agreement 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 this Agreement)as set forth in Section 2.1, arrangement the Stockholder shall remain free to vote (or understanding with any person execute consents or entity, directly or indirectly, to vote, grant any proxy or give instructions proxies with respect to to) the voting of Covered Shares in any of any of manner the Shareholder’s Owned Shares, in each case, with respect to any of the matters set forth hereinStockholder deems appropriate.

Proxy. The Shareholder Solely for purposes of Section 4.1 and Section 4.2, and in order to secure the performance of the Purchaser’s obligations under such Sections, the Purchaser hereby constitutes and irrevocably appoints the President Authorized Representatives the attorney-in-fact and proxy of Parent, the Purchaser (with full power of substitution) to (i) vote or provide a written consent or proxy with respect to all of his Company Shares as described in this Section 4.3 if, and only in the 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 4.1 and/or (ii) take such action with respect to all of the Purchased Senior Notes as described in this Section 4.3 if, and only in the Shareholderevent that, the Purchaser fails to consent, waive or take such action with respect to the Purchased Senior Notes in accordance with the terms of Section 4.2. The Purchaser shall have five (5) 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 irrevocably granted a proxy (i) to vote or provide a written consent or proxy with respect to all of the Purchaser’s Company Shares 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 coupled with an interest, and the Purchaser will take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by him with respect to the matters set forth herein, including without limitation, each of the matters described in Sections 2.1 and 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereof. The Shareholder hereby revokes any and all previous proxies Section 4.1 with respect to the Shareholder’s Owned Company Shares and and/or Purchased Senior Notes owned by the Purchaser. Notwithstanding the foregoing, the conditional proxy granted by this Section 4.3 shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant be deemed to be revoked upon the terms hereof, purport to grant any other proxy or power of attorney with respect to any termination of the Shareholder’s Owned Shares, deposit any provisions of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding Article IV in accordance 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 hereinits terms.

Proxy. The Shareholder hereby constitutes Concurrently with the execution of this Agreement, Piton and appoints each other Stockholder has delivered to the President of ParentCompany a proxy in the form attached hereto as Exhibit B (“Proxy”), with full power of substitutionwhich shall be irrevocable to the fullest extent permissible by law, as the Shareholder’s proxy with respect to the matters set forth hereinExcess Shares, including without limitation, each of subject to the matters described in Sections 2.1 and 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the other terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy Proxyholders (as defined in the Proxy) shall be entitled to exercise the rights granted to them in the Proxy in order to vote the Excess Shares in the event and to the extent that Piton or any of the other Stockholders fail to vote the Excess Shares in accordance with Section 2.1. Piton and each other Stockholder represents, covenants and agrees that, except for (i) the Proxy granted pursuant to the immediately preceding sentence is given foregoing provisions of this Section 2.2; (ii) any proxy granted by Piton or any other Stockholder to induce Parent another Stockholder in compliance with Section 2.1.2; (iii) any proxy or other voting agreement or understanding granted or entered into by Piton or any other Stockholder to execute or with the Merger Agreement andCompany’s Board, the Company or any officer thereof; (iv) any proxy or other voting agreement or understanding granted or entered into by Piton or any other Stockholder with the approval of the Board; or (v) as suchcontemplated by this Agreement: (1) neither Piton nor any other Stockholder shall, is coupled with an interest during the period commencing on the date hereof and shall be irrevocable unless and continuing until this Agreement or any such rights granted hereunder terminate or expire terminates pursuant to the terms hereof. The Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafterSection 6, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Sharesattorney, or deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any a voting agreement (or other than this Agreement)voting arrangement, 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 the Shares (each a “Voting Proxy”), and (2) neither Piton nor any other Stockholder has granted, entered into or otherwise created any Voting Proxy which is currently (or which will hereafter become) effective, and if any Voting Proxy has been created, such Voting Proxy is hereby revoked (it being acknowledged and agreed that any ability of any Piton’s trading manager, Kokino LLC, and employees of the Shareholder’s Owned Shares, in each case, with respect Kokino LLC to any of the matters set forth hereinvote Shares owned by Piton is not a Voting Proxy).

Proxy. The Shareholder Each party to this Agreement hereby constitutes and appoints the President and Secretary of Parentthe Company, and each of them, with full power of substitution, as the Shareholder’s proxy proxies of the party with respect to the matters set forth herein, including without limitation, each election of persons as members of the matters described Company’s Board of Directors in Sections 2.1 and 2.3 of this Agreementaccordance herewith, and hereby authorizes such proxy each of them to represent and to vote, if and only if the Shareholder party (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) ), in a manner that which is inconsistent with the terms of this Agreement, all of such Shareholderparty’s Owned Shares in favor of the manner contemplated by Sections 2.1 election of persons as members of the Company’s Board of Directors determined pursuant to and 2.3 in accordance with the terms and provisions of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute in consideration of the Merger agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or any such rights granted hereunder terminate or expire expires pursuant to the terms Section 2 hereof. The Shareholder Each party hereto hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafter, unless and until this Agreement terminates or any rights granted hereunder terminate or expire expires pursuant to the terms Section 2 hereof, purport to grant any other proxy or power of attorney 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 entityperson, 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 herein.

Proxy. The In furtherance of each Shareholder's agreement in Section 1(a) above, but subject to the following sentence, each Shareholder hereby constitutes appoints Parent and appoints the President Parent's designees, and each of Parentthem individually, as such Shareholder's proxy and attorney-in-fact (with full power of substitution), as for and in the name, place and stead of such Shareholder’s , to vote all Shareholder Shares (at any meeting of shareholders of the Company however called or any adjournment thereof) held by such Shareholder, or to execute one or more written consents in respect of the Shareholder Shares held by such Shareholder, (i) in favor of the adoption of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement, (ii) against any action or agreement (including, without limitation, any amendment of any agreement) that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement, (iii) against any Competing Proposal (including a Competing Proposal that may constitute a Superior Proposal) and (iv) against any agreement (including, without limitation, any amendment of any agreement), amendment of the Articles of Incorporation and Bylaws or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the Merger. Such proxy shall (A) be valid and irrevocable until the termination of this Agreement in accordance with Section 3 hereof and (B) automatically terminate upon the termination of this Agreement in accordance with Section 3 hereof. Except with respect to the matters set forth herein, including without limitationPledge (as defined below), each Shareholder represents that any and all other proxies heretofore given in respect of Shareholder Shares held by such Shareholder are revocable, and that such other proxies have been revoked. Each Shareholder affirms that the foregoing proxy is: (x) given (I) in connection with the execution of the matters described in Sections 2.1 Merger Agreement and 2.3 (II) to secure the performance of such Shareholder's duties under this Agreement, (y) may not be revoked except as otherwise provided in this Agreement and hereby authorizes such proxy (z) intended to represent and be irrevocable prior to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, termination of this Agreement in person or by written consent) in a manner that is inconsistent accordance with the terms provisions of this Agreementthe Pennsylvania Business Corporation Law of 1988, all as amended. All authority herein conferred shall survive the death or incapacity of each Shareholder and shall be binding upon the heirs, estate, administrators, personal representatives, successors and assigns of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the 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 or power of attorney 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 herein.

Proxy. The Shareholder hereby constitutes and appoints Concurrently with the President execution of Parentthis Agreement, with full power of substitutioneach Stockholder agrees to deliver to the Company a proxy in the form attached hereto as Exhibit A ("Proxy"), as which shall be irrevocable to the Shareholder’s proxy fullest extent permissible by law, with respect to the matters set forth hereinShares, including without limitation, each of subject to the matters described in Sections 2.1 and 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the other terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy Proxyholders (as defined in the Proxy) shall be entitled to exercise the rights granted to them in the Proxy in order to vote the Shares in the event and to the extent that the Stockholders fail to vote the Shares in accordance with Section 2.1. Each Stockholder represents, covenants and agrees that, except for (i) the Proxy granted pursuant to the immediately preceding sentence is given foregoing provisions of this Section 2.2; (ii) any proxy granted by the Stockholder to induce Parent another Stockholder in compliance with Section 2.1.2; (iii) any proxy or other voting agreement or understanding granted or entered into by the Stockholder to execute or with the Merger Agreement andCompany's Board, the Company or any officer thereof; (iii) any proxy or other voting agreement or understanding granted or entered into by the Stockholder with the approval of the Board; or (iv) as suchcontemplated by this Agreement: (a) Stockholder shall not, is coupled with an interest during the period commencing on the date hereof and shall be irrevocable unless and continuing until this Agreement or any such rights granted hereunder terminate or expire terminates pursuant to the terms hereof. The Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafterSection 6, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Sharesattorney, or deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any a voting agreement (or other than this Agreement)voting arrangement, 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 the Shares (each a "Voting Proxy"), and (b) Stockholder has not granted, entered into or otherwise created any of Voting Proxy which is currently (or which will hereafter become) effective, and if any of the Shareholder’s Owned SharesVoting Proxy has been created, in each case, with respect to any of the matters set forth hereinsuch Voting Proxy is hereby revoked.