Common use of Grant of Proxy Clause in Contracts

Grant of Proxy. Each Stockholder hereby irrevocably grants a proxy to, and appoints, Parent and any designee of Parent, and each of them individually, as his, her or its proxies and attorneys-in-fact, with full power of substitution and resubstitution, for and in such Stockholder’s name, place and stead, solely to the extent necessary to permit Parent or such designee of Parent to vote, act by written consent or execute and deliver a proxy to vote or grant a written consent during the period commencing on the date hereof and ending on the Expiration Date with respect to all of such Stockholder’s Covered Shares in accordance with, and only in accordance with and to the extent of the matters addressed in, Section 2.1 hereof. This proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement by Parent and Merger Sub, and to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest by reason of the Merger Agreement and (ii) executed and intended to be irrevocable in accordance with the provisions of Section 21.369 of the Texas Business Organizations Code (the “TBOC”), (b) revokes any and all prior proxies granted by such Stockholder with respect to its Covered Shares and agrees that, prior to the Expiration Date, no subsequent proxy will be given by such Stockholder (and if given shall be ineffective) and (c) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause to be done in accordance with the terms hereof. Each Stockholder shall take such further action or execute such other instruments as may be necessary or desirable to effectuate the intent of this proxy in accordance with the relevant provisions of the TBOC or any other applicable Law. The power of attorney granted by such Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement in accordance with Section 5.1. None of Parent, any Parent Related Party or any Representative of any of them, shall incur any liability or obligation to any Stockholder, directly or indirectly, in connection with, or as a result of, any exercise of the proxy granted to Parent or any designee of Parent in accordance with this Agreement.

Grant of Proxy. Each Stockholder Rollover Investor hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent and and/or any designee of Parent, and each of them individually, as his, her or its proxies and attorneys-in-fact, with full power of substitution and resubstitution, for and in such StockholderInvestor’s name, place and stead, solely to the extent necessary to permit Parent or such designee of Parent to vote, act by written consent or execute and deliver a proxy proxy, solely in respect of the matters described in, and in accordance with, Section 2.1(a) of its Support Agreement, and to vote or grant a written consent during the period commencing on the date hereof and ending on the Expiration Date with respect to all of such Stockholder’s the Covered Shares (as defined in accordance with, and only its Support Agreement) provided in accordance with and to the extent Section 2.1(a) of the matters addressed in, Section 2.1 hereofits Support Agreement. This proxy and power of attorney is given in connection with, and in consideration of, the execution of time and resources that have been and will be expended by the Principal Investors and their respective Affiliates in connection with the Merger and any other transactions contemplated by the Merger Agreement by Parent and Merger Sub, and to secure the performance of the duties and obligations of such Stockholder Rollover Investor owed to the Principal Investors under this its Support Agreement. Each Stockholder Rollover Investor hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest by reason of the time and resources that have been and will be expended by the Principal Investors and their respective Affiliates in connection with the Merger and any other transactions contemplated by the Merger Agreement and (ii) subject to the last sentence of this Section 1.4, executed and intended to be irrevocable in accordance with the provisions of Section 21.369 the Laws of the Texas Business Organizations Code (the “TBOC”)State of New York, and (b) revokes any and all prior proxies granted by such Stockholder Rollover Investor with respect to its the Covered Shares (as defined in its Support Agreement) and agrees that, prior to the Expiration Date, no subsequent proxy will shall be given by such Stockholder Rollover Investor (and if given shall be ineffective) and (c) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause to be done in accordance with the terms hereof). Each Stockholder Rollover Investor shall take such further action or execute such other instruments as may be necessary or desirable to effectuate the intent of this proxy requested by Parent in accordance with the relevant provisions of the TBOC Laws of the State of New York or any other applicable LawLaw to effectuate the intent of this proxy. The power of attorney granted by such Stockholder each Rollover Investor herein is a durable power of attorney and and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall survive not be revoked by the dissolution, bankruptcy, death or incapacity of such StockholderRollover Investor. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with Section 5.1. None of Parent, any Parent Related Party or any Representative of any of them, shall incur any liability or obligation to any Stockholder, directly or indirectly, in connection with, or as a result of, any exercise of the proxy granted to Parent or any designee of Parent in accordance with this Agreementits terms.

Grant of Proxy. Each Stockholder hereby irrevocably grants a proxy to, and appoints, Parent and any designee of Parent, and each of them individually, as his, his or her or its proxies and attorneys-in-fact, with full power of substitution and resubstitution, for and in such Stockholder’s name, place and stead, solely to the extent such Stockholder does not comply with its obligations in Section 2.1 and solely to the extent necessary to permit Parent or such designee of Parent to vote, act by written consent vote or execute and deliver a proxy to vote or grant a written consent during the period commencing on the date hereof and ending on the Expiration Date with respect to all of such Stockholder’s Covered Shares in accordance with, and only in accordance with and to the extent of the matters addressed in, Section 2.1 hereof. This proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement by Parent and Merger Sub, and to secure the performance of the duties of such Stockholder under this Agreement, and shall be irrevocable until the Expiration Date. Each Stockholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest by reason of the Merger Agreement and (ii) executed and intended to be irrevocable until the Expiration Date in accordance with the provisions of Section 21.369 of the Texas Business Organizations Code Delaware General Corporation Law (the “TBOCDGCL”), (b) revokes any and all prior proxies granted by such Stockholder with respect to its Covered Shares with respect to the matters described in Section 2.1 and agrees that, prior to the Expiration Date, no subsequent proxy will be given by such Stockholder (and if given shall be ineffective) with respect to such matters and (c) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause to be done all acts authorized to be done by such proxies in this Agreement in accordance with the terms hereof. Each Stockholder shall take such further action or execute such other instruments as may be legally necessary or desirable to effectuate the intent of this proxy in accordance with the relevant provisions of the TBOC DGCL or any other applicable Law. The power of attorney granted by such Stockholder herein is a durable power of attorney and shall survive the any dissolution, bankruptcy, death or incapacity of such StockholderStockholder between the date hereof and the Expiration Date. The Notwithstanding the foregoing, the proxy and power of attorney granted hereunder automatically shall terminate upon the termination of this Agreement in accordance with Section 5.1Expiration Date. None of Parent, any Parent Related Party or any Representative of any of them, shall incur any liability or obligation to any Stockholder, directly or indirectly, in connection with, or as a result of, any exercise of the proxy granted to Parent or any designee of Parent in accordance with this Agreement.

Grant of Proxy. Each Stockholder Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent HiSoft and any designee of ParentHiSoft, and each of them individually, as his, her or its such Shareholder’s proxies and attorneys-in-fact, with full power of substitution and resubstitution, for and in such StockholderShareholder’s name, place and stead, solely to the extent necessary to permit Parent or such designee of Parent to vote, act by written consent or execute and deliver delivery a proxy solely in respect of the matters described in, and in accordance with, Section 2.1(a) hereof, and to vote or grant a written consent during the period commencing on the date hereof and ending on the Expiration Date term of this Agreement with respect to all of such Stockholder’s the Covered Shares as provided in accordance with, and only in accordance with and to the extent of the matters addressed in, Section 2.1 2.1(a) hereof. This proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement by Parent and Merger SubHiSoft, and to secure the performance of the duties and obligations of such Stockholder each Shareholder owed to HiSoft under this Agreement. Each Stockholder Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest by reason of the Merger Agreement and (ii) executed and intended to be irrevocable in accordance with the provisions of Section 21.369 the Laws of the Texas Business Organizations Code (the “TBOC”)State of New York, and (b) revokes any and all prior proxies granted by such Stockholder Shareholder with respect to its such Shareholder’s Covered Shares and agrees that, prior to the Expiration Date, no subsequent proxy will shall be given by such Stockholder Shareholder (and if given shall be ineffective) and (c) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause to be done in accordance with the terms hereof). Each Stockholder Shareholder shall take such further action or execute such other instruments as may be reasonably necessary or desirable to effectuate the intent of this proxy in accordance with the relevant provisions of the TBOC Laws of the State of New York or any other applicable LawLaw to effectuate the intent of this proxy. The power of attorney granted by such Stockholder each Shareholder herein is a durable power of attorney and and, so long as HiSoft has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall survive not be revoked by the dissolution, bankruptcy, death or incapacity incapacity, as applicable, of such StockholderShareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement in accordance with Section 5.1. None of Parent, any Parent Related Party or any Representative of any of them, shall incur any liability or obligation to any Stockholder, directly or indirectly, in connection with, or as a result of, any exercise of the proxy granted to Parent or any designee of Parent in accordance with this Agreementits terms.

Grant of Proxy. Each Stockholder hereby irrevocably grants a proxy to, and appoints, Parent and any designee of Parent, and each of them individually, as his, her or its proxies and attorneys-in-fact, with full power of substitution and resubstitution, for and in such Stockholder’s name, place and stead, solely to the extent necessary to permit Parent or such designee of Parent to vote, act by written consent or execute and deliver a proxy to vote or grant a written consent during the period commencing on the date hereof and ending on the Expiration Date term of this Agreement with respect to all of such Stockholder’s the Covered Shares in accordance with, and only in accordance with and to the extent of the matters addressed in, Section 2.1 hereof. This proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement by Parent and Merger Sub, and to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest by reason of the Merger Agreement and (ii) executed and intended to be irrevocable in accordance with the provisions of Section 21.369 705 of the Texas Business Organizations Code (the “TBOC”)California Code, (b) revokes any and all prior proxies granted by such each Stockholder with respect to its the Covered Shares and agrees that, prior to the Expiration Date, no subsequent proxy will shall be given by such any Stockholder (and if given shall be ineffective) and (c) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause to be done in accordance compliance with the express terms hereof. Each Stockholder shall take such further action or execute such other instruments as may be reasonably necessary or desirable to effectuate the intent of this proxy in accordance with the relevant provisions of the TBOC California Code or any other applicable LawLaw to effectuate the intent of this proxy. The power of attorney granted by such Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement in accordance with Section 5.1Agreement. None of Parent, any Parent Related Party or any Representative of any of them, shall incur any liability or obligation to any Stockholder, directly or indirectly, in connection with, or as a result of, any exercise of the proxy granted to Parent or any designee of Parent in accordance compliance with the express provisions of this Agreement.

Grant of Proxy. Each Stockholder hereby irrevocably grants a proxy to, and appoints, Parent and any designee of Parent, and each of them individually, as his, her or its proxies and attorneys-in-fact, with full power of substitution and resubstitution, for and in such Stockholder’s name, place and stead, solely to the extent necessary to permit Parent or such designee of Parent to vote, act by written consent or execute and deliver a proxy to vote or grant a written consent during (a) During the period commencing on the date hereof and ending on the Expiration Date with respect to all of such Stockholder’s Covered Shares in accordance with, and only in accordance with and to the extent of the matters addressed in, Section 2.1 hereof. This proxy and power of attorney is given in connection with, and in consideration of, the execution and delivery of the Merger Agreement by Parent and Merger Sub, and to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest by reason of the Merger Agreement and (ii) executed and intended to be irrevocable in accordance with the provisions of Section 21.369 of the Texas Business Organizations Code (the “TBOC”), (b) revokes any and all prior proxies granted by such Stockholder with respect to its Covered Shares and agrees that, prior to the Expiration Date, no subsequent proxy will be given by such Stockholder (and if given shall be ineffective) and (c) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause to be done in accordance with the terms hereof. Each Stockholder shall take such further action or execute such other instruments as may be necessary or desirable to effectuate the intent of this proxy in accordance with the relevant provisions of the TBOC or any other applicable Law. The power of attorney granted by such Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate expiring upon the termination of this Agreement in accordance with Section 5.1. None 6 (the “Term”), each Stockholder, by this Agreement, with respect to his, her or its Shares, hereby grants an irrevocable proxy to Parent (and agrees to execute such documents or certificates evidencing such proxy as Parent may reasonably request) to vote, at any meeting of Parentthe stockholders of the Company, and in any Parent Related Party action by written consent of the stockholders of the Company, all of such Stockholder’s Shares (i) in favor of the approval and adoption of the Merger Agreement and approval of the Merger and all other transactions contemplated by the Merger Agreement and this Agreement, (ii) against any action, agreement or transaction (other than the Merger Agreement or the transactions contemplated thereby) or proposal (including any Acquisition Proposal) that would result in a breach of any covenant, representation or warranty or any Representative other obligation or agreement of the Company under the Merger Agreement or that could result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any of them, shall incur any liability or obligation other matter necessary to any Stockholder, directly or indirectly, in connection with, or as a result of, any exercise the consummation of the proxy granted transactions contemplated by the Merger Agreement and considered and voted upon by the stockholders of the Company. Each Stockholder further agrees to Parent or any designee of Parent cause such Stockholder’s Shares to be voted in accordance with the foregoing. THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST DURING THE TERM. During the Term, each Stockholder will take such further action and will execute such other instruments as may be necessary to effectuate the intent of this proxy. Each Stockholder hereby revokes any and all previous proxies or powers of attorney granted with respect to any shares of Company Stock that may have heretofore been appointed or granted with respect to the matters referred to in this Section 1 hereof, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by such Stockholder during the Term. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement.

Grant of Proxy. Each Stockholder The Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent VanceInfo and any designee of ParentVanceInfo, and each of them individually, as his, her or its his proxies and attorneys-in-fact, with full power of substitution and resubstitution, for and in such Stockholderthe Shareholder’s name, place and stead, solely to the extent necessary to permit Parent or such designee of Parent to vote, act by written consent or execute and deliver a proxy proxy, solely in respect of the matters described in, and in accordance with, Section 2.1(a) hereof, and to vote or grant a written consent during the period commencing on the date hereof and ending on the Expiration Date term of this Agreement with respect to all of such Stockholder’s the Covered Shares as provided in accordance with, and only in accordance with and to the extent of the matters addressed in, Section 2.1 2.1(a) hereof. This proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement by Parent and Merger SubVanceInfo, and to secure the performance of the duties and obligations of such Stockholder the Shareholder owed to VanceInfo under this Agreement. Each Stockholder The Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest by reason of the Merger Agreement and (ii) executed and intended to be irrevocable in accordance with the provisions of Section 21.369 the Laws of the Texas Business Organizations Code (the “TBOC”)State of New York, and (b) revokes any and all prior proxies granted by such Stockholder the Shareholder with respect to its the Covered Shares and agrees that, prior to the Expiration Date, no subsequent proxy will shall be given by such Stockholder any Shareholder (and if given shall be ineffective) and (c) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause to be done in accordance with the terms hereof). Each Stockholder The Shareholder shall take such further action or execute such other instruments as may be reasonably necessary or desirable to effectuate the intent of this proxy in accordance with the relevant provisions of the TBOC Laws of the State of New York or any other applicable LawLaw to effectuate the intent of this proxy. The power of attorney granted by such Stockholder the Shareholder herein is a durable power of attorney and and, so long as VanceInfo has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall survive not be revoked by the dissolution, bankruptcy, death or incapacity of such Stockholderthe Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement in accordance with Section 5.1. None of Parent, any Parent Related Party or any Representative of any of them, shall incur any liability or obligation to any Stockholder, directly or indirectly, in connection with, or as a result of, any exercise of the proxy granted to Parent or any designee of Parent in accordance with this Agreementits terms.

Grant of Proxy. Each Stockholder hereby irrevocably grants a proxy to(a) On the terms and subject to the conditions hereof, and appointseach Stockholder, Parent and any designee of Parent, and each of them individually, as his, her or its proxies and attorneys-in-factby this Agreement, with full power of substitution and resubstitution, for and in respect to such Stockholder’s name's Shares, place hereby grants an irrevocable proxy to Parent (and stead, solely agrees to the extent necessary to permit execute such documents or certificates evidencing such proxy as Parent or such designee of Parent may reasonably request) to vote, act at any meeting of the stockholders of the Company, and in any action by written consent or execute and deliver a proxy to vote or grant a written consent during of the period commencing on stockholders of the date hereof and ending on the Expiration Date with respect to Company, all of such Stockholder’s Covered 's Shares in accordance with, and only in accordance with and any other shares of Company Common Stock of which ownership of record or the power to vote is hereafter acquired by the Stockholders prior to the extent termination of the matters addressed in, Section 2.1 hereof. This proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger this Agreement by Parent and Merger Sub, and to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest by reason in favor of the approval and adoption of the Merger Agreement and approval of the Merger and all other transactions contemplated by the Merger Agreement and this Agreement, (ii) executed against any action, agreement or transaction (other than the Merger Agreement or the transactions contemplated thereby) or proposal (including any Competing Transaction) that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or that could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled, and intended (iii) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement that is considered and voted upon by the stockholders of the Company. Each Stockholder further agrees to cause such Stockholder's Shares (and such other shares) to be irrevocable voted in accordance with the provisions foregoing. THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Stockholder acknowledges receipt and review of Section 21.369 a copy of the Texas Business Organizations Code Merger Agreement. Notwithstanding any other provision hereof, upon the earlier to occur of (A) the “TBOC”)Effective Time and (B) the termination of the Merger Agreement, (b) revokes any and all prior proxies granted by regardless of the circumstances (including whether or not there is a dispute as to whether such Stockholder with respect to its Covered Shares and agrees that, prior to the Expiration Date, no subsequent proxy will be given by such Stockholder (and if given shall be ineffective) and (c) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause to be done termination was in accordance with the terms hereof. Each Stockholder shall take such Merger Agreement)) the foregoing proxy will terminate automatically and without further action or execute such other instruments as may be necessary or desirable to effectuate the intent of this proxy in accordance with the relevant provisions of the TBOC or any other applicable Law. The power of attorney granted by such Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement in accordance with Section 5.1. None of Parent, any Parent Related Party or any Representative of any of them, shall incur any liability or obligation to any Stockholder, directly or indirectly, in connection with, or as a result of, any exercise of the proxy granted to Parent or any designee of Parent in accordance with this Agreementaction.

Grant of Proxy. Each Stockholder Shareholder hereby irrevocably grants a proxy to, and appoints, Parent and any designee up to two (2) of Parent, and each of them individually’s designated representatives, as his, her or its proxies and attorneys-in-fact, with full power of substitution and resubstitution, for and in such StockholderShareholder’s name, place and stead, solely to the extent necessary to permit Parent or such designee of Parent to vote, act by written consent or execute and deliver a proxy proxies to vote or grant a written consent during the period commencing on the date hereof and ending on the Expiration Date term of this Agreement with respect to all of such Stockholder’s the Covered Shares in accordance with, and only in accordance with and to the extent of the matters addressed in, Section 2.1 hereof. This proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement by Parent and Merger Subthe Company, and to secure the performance of the duties of such Stockholder Shareholder under this Agreement. Each Stockholder Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest by reason interest, as described in Section 271B.7-220 (4)(e) of the Merger Agreement KBCA and (ii) executed and intended to be (and is) irrevocable in accordance with the provisions of Section 21.369 271B.7-220 (4) of the Texas Business Organizations Code (the “TBOC”)KBCA, (b) revokes any and all prior proxies granted by such Stockholder Shareholder and its Affiliates with respect to its the Covered Shares and agrees that, prior to the Expiration Date, that no subsequent proxy will with respect to the Covered Shares shall be given by such Stockholder Shareholder or its Affiliates (and and, to the extent permitted by law, if given shall be ineffective) and (c) ratifies and confirms all that the proxies proxy holders appointed hereunder may lawfully do or cause to be done in accordance compliance with the express terms hereof. Each Stockholder Shareholder shall take such further action or execute such other instruments as may be reasonably necessary or desirable to effectuate the intent of this proxy in accordance with the relevant provisions of the TBOC KBCA or any other applicable LawLaw to effectuate the intent of this proxy. The power of attorney granted by such Stockholder Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such StockholderShareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. No proxy holder under this Agreement in accordance with Section 5.1. None of Parent, any Parent Related Party or any Representative of any of them, (including substitute proxy holders) shall incur any liability or obligation to any StockholderShareholder, directly or indirectly, in connection with, or as a result of, any exercise of the proxy granted to Parent or any designee herein in compliance with the express provisions of Parent in accordance with this Agreement.

Grant of Proxy. Each The Stockholder hereby irrevocably grants a proxy to, and appoints, appoints Parent and any designee of Parent, and each of them individually, as his, her or its proxies the Stockholder’s proxy and attorneysattorney-in-factfact during the term of this Agreement, with full power of substitution and resubstitutionre-substitution, for and in such Stockholder’s name, place and stead, solely to the extent necessary to permit Parent or such designee of Parent to vote, direct the vote or act by written consent or execute and deliver a proxy to vote or grant a written consent during the period commencing on the date hereof and ending on the Expiration Date with respect to all of such Stockholder’s Covered the Subject Shares in accordance with, and only (i) in accordance with Section 1 hereof and (ii) to sign its name (as a stockholder) to any consent, certificate or other document relating to the extent Company that the law of the matters addressed inState of Delaware or the rules of any bank, broker or depositary may permit or require in connection with any matter referred to in Section 2.1 hereof1. This proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement by Parent and Merger Sub, and to secure the performance of the duties of such the Stockholder under this AgreementAgreement and its existence will not be deemed to relieve the Stockholder of its obligations under Section 1. Each The Stockholder hereby (a) affirms that such irrevocable this proxy is (i) coupled with an interest by reason and is irrevocable until termination of the Merger this Agreement pursuant to Section 8, whereupon such proxy and (ii) executed power of attorney shall automatically terminate and intended to be irrevocable in accordance with the provisions of Section 21.369 of the Texas Business Organizations Code (the “TBOC”), (b) revokes any deemed null and all prior proxies granted by such void. The Stockholder with respect to its Covered Shares and agrees that, prior to the Expiration Date, no subsequent proxy will be given by such Stockholder (and if given shall be ineffective) and (c) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause to be done in accordance with the terms hereof. Each Stockholder shall take such further action or execute such other instruments as may be necessary or desirable to effectuate the intent of this proxy. The proxy in accordance granted herein shall not be revoked when the interest with the relevant provisions of the TBOC or any other applicable Lawwhich it is coupled is extinguished. The power of attorney granted by such the Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such the Stockholder. The Notwithstanding anything herein to the contrary, the Stockholder shall have the right to revoke the proxy granted herein, in the event that the Company receives a Superior Company Proposal, and power the Board of attorney granted hereunder shall terminate upon Directors in good faith withdraw its approval or recommendation of the termination of this Agreement Merger in accordance with Section 5.1. None of Parent, any Parent Related Party or any Representative of any of them, shall incur any liability or obligation to any Stockholder, directly or indirectly, in connection with, or as a result of, any exercise of 5.02(b)of the proxy granted to Parent or any designee of Parent in accordance with this Merger Agreement.

Grant of Proxy. Each Stockholder In furtherance of the foregoing, each Voting Stockholder, by this Agreement, with respect to all Shares now or hereafter owned of record and/or beneficially by such Voting Stockholder, does hereby irrevocably grants a proxy toconstitute and appoint Xxxxxx Xxxxx, Xx. and appoints, Parent and any designee of ParentXxxxxxxx Xxxxxxxx, and each of them individually, as his, her or its proxies and attorneys-in-factacting singly, with full power of substitution substitution, from the date hereof to the time of termination of this Agreement, as such Voting Stockholder's true and resubstitutionlawful attorneys-in-fact and proxies (each of them, its "Proxy"), for and in such Voting Stockholder’s 's name, place and stead, solely to vote all such Shares at every Meeting, including the right to sign such Voting Stockholder's name (as a stockholder of the Company) to and deliver any consent, certificate or other document relating to the extent necessary Shares owned by such Voting Stockholder that the Delaware General Corporation Law (the "DGCL") permits or requires, to permit Parent or such designee of Parent effect the agreement to vote, act by written consent or execute and deliver a proxy to vote or grant a written consent during the period commencing on the date hereof consents, under Section 1.1. The foregoing appointment by each Voting Stockholder of Xxxxxx Xxxxx, Xx. and ending on the Expiration Date with respect to all of Xxxxxxxx Xxxxxxxx as such Voting Stockholder’s Covered Shares in accordance with, 's attorneys-in-fact and only in accordance with and Proxies is irrevocable to the fullest extent of the matters addressed in, Section 2.1 hereof. This proxy permitted by Delaware law and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement by Parent and Merger Sub, and to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest by reason of the Merger Agreement and (ii) executed and intended to be irrevocable in accordance with the provisions of Section 21.369 of the Texas Business Organizations Code (the “TBOC”), (b) interest. Each Voting Stockholder hereby revokes any and all prior proxies other power-of-attorney, proxy or appointment previously given, granted or made by such Voting Stockholder with respect to its Covered Shares and agrees that, prior to the Expiration Date, no subsequent proxy will be given owned of record and/or beneficially by such Voting Stockholder (insofar as the exercise of any such other power-of-attorney, proxy or appointment could be contrary to or inconsistent with the agreement to vote, or execute and if given shall be ineffective) and (c) ratifies and confirms all deliver written consents, under Section 1.1. By the signature of its authorized signatory below, the Company hereby acknowledges that the proxies appointed hereunder may lawfully do or cause to be done in accordance with the terms hereof. Each Stockholder shall take such further action or execute such other instruments as may be necessary or desirable to effectuate the intent of this proxy in accordance with the relevant provisions of the TBOC or any other applicable Law. The power of power-of-attorney granted by such Stockholder herein is a durable power of attorney given and shall survive the dissolution, bankruptcy, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement in accordance with Section 5.1. None of Parent, any Parent Related Party or any Representative of any of them, shall incur any liability or obligation to any Stockholder, directly or indirectly, in connection with, or as a result of, any exercise of the proxy granted to Parent or any designee of Parent hereby is in accordance with this Agreementa form acceptable to, and will be recognized by, the Company.

Grant of Proxy. Each Stockholder hereby irrevocably grants a proxy to, and appoints, Parent and any designee of Parent, and each of them the members of the Special Committee, individually, as his, her or its proxies and attorneys-in-fact, with full power of substitution and resubstitution, for and in such Stockholder’s name, place and stead, solely to the extent necessary to permit Parent or such designee of Parent to vote, act by written consent or execute and deliver a proxy proxies to vote or grant a written consent during the period commencing on the date hereof and ending on the Expiration Date term of this Agreement with respect to all of such Stockholder’s the Covered Shares in accordance with, and only in accordance with and to the extent of the matters addressed in, Section 2.1 hereof. This proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement by Parent and Merger Subthe Company, and to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest by reason of the Merger Agreement and (ii) executed and intended to be (and is) irrevocable in accordance with the provisions of Section 21.369 212 of the Texas Business Organizations Code (the “TBOC”)DGCL, (b) revokes any and all prior proxies granted by such Stockholder and its Affiliates with respect to its the Covered Shares and agrees that, prior to the Expiration Date, that no subsequent proxy will with respect to the Covered Shares shall be given by such Stockholder or its Affiliates (and and, to the extent permitted by law, if given shall be ineffective) and (c) ratifies and confirms all that the proxies proxy holders appointed hereunder may lawfully do or cause to be done in accordance compliance with the express terms hereof. Each Stockholder shall take such further action or execute such other instruments as may be reasonably necessary or desirable to effectuate the intent of this proxy in accordance with the relevant provisions of the TBOC DGCL or any other applicable LawLaw to effectuate the intent of this proxy. The power of attorney granted by such Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. No proxy holder under this Agreement in accordance with Section 5.1. None of Parent, any Parent Related Party or any Representative of any of them, (including substitute proxy holders) shall incur any liability or obligation to any Stockholder, directly or indirectly, in connection with, or as a result of, any exercise of the proxy granted to Parent or any designee herein in compliance with the express provisions of Parent in accordance with this Agreement.

Grant of Proxy. (i) Each Stockholder as to itself only (i) represents that it has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to such Stockholder’s Shares and (ii) until the Expiration Date, hereby irrevocably grants a appoints Parent as proxy to, and appoints, Parent and any designee of Parent, and each of them individually, as his, her or its proxies and attorneys-in-fact, with full power of substitution and resubstitution, for such Stockholder to vote such Stockholder’s Shares for such Stockholder and in such Stockholder’s name, place and stead, solely to the extent necessary to permit Parent at any annual, special or such designee of Parent to vote, act by written consent other meeting or execute and deliver a proxy to vote or grant a written consent during the period commencing on the date hereof and ending on the Expiration Date with respect to all of such Stockholder’s Covered Shares in accordance with, and only in accordance with and to the extent action of the matters addressed in, Section 2.1 hereof. This proxy and power of attorney is given in connection with, and in consideration of, the execution stockholders of the Merger Agreement by Parent and Merger SubCompany, and as applicable, or at any adjournment thereof or pursuant to secure the performance any consent of the duties stockholders of such Stockholder under this Agreement. Each Stockholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest by reason the Company, in lieu of a meeting or otherwise, for the adoption of the Merger Agreement and (ii) executed and intended approval of the Merger, to the extent such Stockholder does not cause its Shares to be irrevocable voted pursuant to Section 3(a). Parent hereby acknowledges and agrees that the proxies granted hereby shall not be effective for any other purpose and each such proxy automatically shall terminate and be of no further force or effect upon and after the Expiration Date. The parties acknowledge and agree that neither Parent, nor Parent’s successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents or affiliates shall owe any duty to, whether in accordance law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with the provisions of Section 21.369 of the Texas Business Organizations Code (the “TBOC”), (b) revokes respect to any and all prior proxies granted by such Stockholder with respect to its Covered Shares and agrees thatclaims, prior to the Expiration Datelosses, no subsequent proxy will be given by such Stockholder demands, causes of action, costs, expenses (and if given shall be ineffectiveincluding reasonable attorney’s fees) and (c) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause to be done in accordance with the terms hereof. Each Stockholder shall take such further action or execute such other instruments as may be necessary or desirable to effectuate the intent of this proxy in accordance with the relevant provisions of the TBOC or any other applicable Law. The power of attorney granted by such Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement in accordance with Section 5.1. None of Parent, any Parent Related Party or any Representative compensation of any of them, shall incur any liability kind or obligation nature whatsoever to any Stockholder, directly or indirectly, Stockholder in connection with, with or as a result of, of any exercise voting by Parent of the proxy Shares subject to the irrevocable proxies hereby granted to Parent at any annual, special or other meeting or action or the execution of any designee consent of the stockholders of the Company for the purpose set forth herein, so long as Parent is not otherwise in accordance with breach of this Agreement.

Grant of Proxy. Each Stockholder Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent and and/or any designee of Parent, and each of them individually, as his, her or its proxies and attorneys-in-fact, with full power of substitution and resubstitution, for and in such StockholderShareholder’s name, place and stead, solely to the extent necessary to permit Parent or such designee of Parent to vote, act by written consent or execute and deliver a proxy proxy, solely in respect of the matters described in, and in accordance with, Section 2.1(a) hereof, and to vote or grant a written consent during the period commencing on the date hereof and ending on the Expiration Date Term with respect to all of such Stockholder’s the Covered Shares as provided in accordance with, and only in accordance with and to the extent of the matters addressed in, Section 2.1 2.1(a) hereof. This proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement time and resources that have been and will be expended by Parent in connection with the Proposal and Merger Sub, the Acquisition and to secure the performance of the duties and obligations of such Stockholder Shareholder owed to Parent under this Agreement. Each Stockholder Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest by reason of the Merger Agreement time and resources that have been and will be expended by Parent in connection with the Acquisition and (ii) executed and intended to be irrevocable in accordance with the provisions of Section 21.369 the Laws of the Texas Business Organizations Code (the “TBOC”)State of New York, and (b) revokes any and all prior proxies granted by such Stockholder the Shareholder with respect to its the Covered Shares and agrees that, prior to the Expiration Date, no subsequent proxy will shall be given by such Stockholder Shareholder (and if given shall be ineffective) and (c) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause to be done in accordance with the terms hereof). Each Stockholder Shareholder shall take such further action or execute such other instruments as may be necessary or desirable to effectuate the intent of this proxy requested by Parent in accordance with the relevant provisions of the TBOC Laws of the State of New York or any other applicable LawLaw to effectuate the intent of this proxy. The power of attorney granted by such Stockholder the Shareholder herein is a durable power of attorney and and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall survive not be revoked by the dissolution, bankruptcy, death or incapacity of such StockholderShareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement in accordance with Section 5.1. None of Parent, any Parent Related Party or any Representative of any of them, shall incur any liability or obligation to any Stockholder, directly or indirectly, in connection with, or as a result of, any exercise of the proxy granted to Parent or any designee of Parent in accordance with this Agreementits terms.

Grant of Proxy. Each Stockholder Seller Group Member hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent the Key Shareholder and any designee of Parentthe Key Shareholder, and each of them individually, as his, her or its proxies and attorneys-in-in- fact, with full power of substitution and resubstitution, for and in such StockholderSeller Group Member’s name, place and stead, solely in the event that such Seller Group Member shall at any time fail to the extent necessary to permit Parent or such designee of Parent perform its obligations under Section 2.1 hereof, to vote, act by written consent or execute and deliver a proxy to vote or grant a written consent during the period commencing on the date hereof and ending on the Expiration Date term of this Agreement with respect to all of such Stockholder’s Covered the Warrant Shares as provided in accordance with, and only in accordance with and to the extent of the matters addressed in, Section 2.1 hereof. This proxy and power of attorney is given in connection with, and in consideration of, the execution delivery of the Merger Agreement Warrants by Parent and Merger Subthe Company to the Seller Group Members, and to secure the performance of the duties and obligations of such Stockholder Seller Group Member owed to the Key Shareholder under this Agreement. Each Stockholder Seller Group Member hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest by reason of the Merger Agreement Warrant issued to such Seller Group Member and (ii) executed and intended to be irrevocable in accordance with the provisions of Section 21.369 of the Texas Business Organizations Code (the “TBOC”)applicable Laws, and (b) revokes any and all prior proxies granted by such Stockholder each Seller Group Member with respect to its Covered the Warrant Shares and agrees that, prior to the Expiration Date, no subsequent proxy will shall be given by such Stockholder any Seller Group Member that is inconsistent with the obligations in Section 2.1 hereof (and if given shall be ineffective) and (c) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause to be done in accordance with the terms hereof). Each Stockholder Seller Group Member shall take such further action or execute such other instruments as may be reasonably necessary or desirable in accordance with the applicable Laws to effectuate the intent of this proxy in accordance with the relevant provisions of the TBOC or any other applicable Lawproxy. The power of attorney granted by such Stockholder Seller Group Member herein is a durable power of attorney and and, so long as the Key Shareholder has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall survive not be revoked by the dissolution, bankruptcy, death or incapacity of such StockholderSeller Group Member. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement in accordance or, with Section 5.1. None of Parent, any Parent Related Party or any Representative of any of them, shall incur any liability or obligation respect to any StockholderSeller Group Member, directly or indirectly, in connection with, or as a result of, any exercise upon Transfer of the proxy granted all Warrant Shares held by such Seller Group Member to Parent or any designee of Parent in accordance with this Agreementan Independent Third Party.

Grant of Proxy. Each At all times during the Agreement Period, each Stockholder hereby irrevocably grants a proxy to, and appoints, Parent to ReShape (and any designee of Parent, ReShape) a proxy (and each appoints ReShape or any such designee of them individually, ReShape as his, her or its proxies and attorneysattorney-in-fact) to appear, cause to be counted, vote, and to exercise all voting and consent rights of each Stockholder with full power of substitution and resubstitutionrespect to, for and in such each Stockholder’s nameSubject Shares (including, place and steadwithout limitation, solely the power to the extent necessary to permit Parent or such designee of Parent to vote, act by written consent or execute and deliver a proxy to vote or grant a written consent during the period commencing on the date hereof and ending on the Expiration Date with respect to all of such Stockholder’s Covered Shares consents) in accordance with, and only solely with respect to, Section 1.01 at any meeting of shareholders of Obalon (whether annual, special or otherwise and whether or not an adjourned or postponed meeting) at which any of the transactions, actions or proposals contemplated by Section 1.01 are or will be considered and in accordance every written consent in lieu of such meeting. The foregoing proxy is limited solely to the voting of each Stockholder’s Subject Shares or taking other actions with respect thereto solely in order to cause each Stockholder to perform the covenants set forth in Section 1.01 if and to the extent that such Stockholder otherwise fails to do so. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable ​ ​ (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of any Stockholder, as applicable) during the matters addressed inAgreement Period and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.01. Each Stockholder authorizes ReShape to substitute any other Person to act hereunder, Section 2.1 hereof. This to revoke any substitution and to file this proxy and power any substitution or revocation with the secretary of attorney ReShape. Each Stockholder hereby affirms that the proxy set forth in this Section 1.02 is given in connection with, with and granted in consideration of, the execution of the Merger Agreement by Parent and Merger Sub, and to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest by reason of ReShape entering into the Merger Agreement and (ii) that such proxy is given to secure the obligations of the Stockholders under Section 1.01. The proxy set forth in this Section 1.02 is executed and intended to be irrevocable in accordance with the provisions of Section 21.369 of the Texas Business Organizations Code (the “TBOC”)irrevocable, (b) revokes any and all prior proxies granted by such Stockholder with respect subject, however, to its Covered Shares and agrees that, prior to the Expiration Date, no subsequent proxy will be given by such Stockholder (and if given shall be ineffective) and (c) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause to be done in accordance with the terms hereof. Each Stockholder shall take such further action or execute such other instruments as may be necessary or desirable to effectuate the intent of this proxy in accordance with the relevant provisions of the TBOC or any other applicable Law. The power of attorney granted by such Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate automatic termination upon the termination of this Agreement in accordance with pursuant to Section 5.1. None of Parent, any Parent Related Party or any Representative of any of them, shall incur any liability or obligation to any Stockholder, directly or indirectly, in connection with, or as a result of, any exercise of the proxy granted to Parent or any designee of Parent in accordance with this Agreement4.01.

Grant of Proxy. Each Stockholder With respect to any matter that is to be voted upon by the holders of the Common Stock during the term of this Agreement, whether at an annual or special meeting of the Company's stockholders or by written consents thereof, Everbright and the Company hereby irrevocably grants a proxy to, and appoints, Parent and any designee of Parent, and each of them individually, as his, her or its proxies and attorneys-in-fact, with full power of substitution and resubstitution, for and in such Stockholder’s name, place and stead, solely grant to the extent necessary to permit Parent or such designee of Parent Escrow Agent an irrevocable proxy (the "Proxy") to vote, act and the Escrow Agent hereby agrees to vote, the shares of Escrow Company Stock and all other Common Stock held in the Escrow Fund pro rata in favor of or against such matter in proportion to the Percentage Split identified by written consent or execute and deliver a proxy to vote or grant a written consent during the period commencing on the date hereof and ending on the Expiration Date Company with respect to all such matter pursuant to Section 1.5(a). As an example, if the Percentage Split identified by the Company with respect to a matter reflects that, as of the date of calculation of such Stockholder’s Covered Shares Percentage Split, 20% of the shares of Common Stock for which the Company received a proxy or written consent voted in accordance withfavor of such matter, and only in accordance with and to the extent remaining 80% of the matters addressed inshares of Common Stock for which the Company received a proxy or written consent voted against such matter, Section 2.1 hereofthe Escrow Agent shall vote 20% of the shares of the Escrow Company Stock and all other Common Stock then held in the Escrow Fund in favor Exhibit C of such matter, and 80% of the shares of the Escrow Company Stock and all other Common Stock then held in the Escrow Fund against such matter. This proxy and power of attorney Proxy is given in connection with, and in consideration of, the execution of the Merger Agreement by Parent and Merger Sub, and to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest and until this Agreement is terminated pursuant to Section 2.4 hereof is irrevocable. Upon execution of this Agreement by reason the parties hereto, each of Everbright and the Merger Agreement and (ii) executed and intended to be irrevocable in accordance with the provisions of Section 21.369 of the Texas Business Organizations Code (the “TBOC”), (b) revokes Company hereby revoke any and all prior other proxies granted by such Stockholder (other than the Proxy) given with respect to its Covered Shares the Escrow Company Shares. Everbright and agrees that, prior the Company each agree not to enter into any other agreement or commitment the Expiration Date, no subsequent proxy will effect of which would be given by such Stockholder (and if given shall be ineffective) and (c) ratifies and confirms all that the proxies appointed hereunder may lawfully do inconsistent with or cause to be done in accordance with the terms hereof. Each Stockholder shall take such further action or execute such other instruments as may be necessary or desirable to effectuate the intent of this proxy in accordance with the relevant provisions violative of the TBOC provisions and agreements contained in this Section 1.5, and Everbright and the Company shall execute any documents or any other applicable Law. The power of attorney granted by such Stockholder herein is a durable power of attorney and shall survive certificates evidencing the dissolution, bankruptcy, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement in accordance with Section 5.1. None of Parent, any Parent Related Party or any Representative of Proxy as any of them, shall incur any liability or obligation to any Stockholder, directly or indirectly, in connection with, or as a result of, any exercise of the proxy granted to Parent or any designee of Parent in accordance with this Agreementparties hereto may reasonably request.

Grant of Proxy. Each At all times during the Agreement Period, each Stockholder hereby irrevocably grants a proxy to, and appoints, Parent to Obalon (and any designee of Parent, Obalon) a proxy (and each appoints Obalon or any such designee of them individually, Obalon as his, her or its proxies and attorneysattorney-in-fact) to appear, cause to be counted, vote, and to exercise all voting and consent rights of each Stockholder with full power of substitution and resubstitutionrespect to, for and in such each Stockholder’s nameSubject Shares (including, place and steadwithout limitation, solely the power to the extent necessary to permit Parent or such designee of Parent to vote, act by written consent or execute and deliver a proxy to vote or grant a written consent during the period commencing on the date hereof and ending on the Expiration Date with respect to all of such Stockholder’s Covered Shares consents) in accordance with, and only solely with respect to, Section 1.01 at any meeting of shareholders of ReShape (whether annual, special or otherwise and whether or not an adjourned or postponed meeting) at which any of the transactions, actions or proposals contemplated by Section 1.01 are or will be considered and in accordance every written consent in lieu of such meeting. The foregoing proxy is limited solely to the voting of each Stockholder’s Subject Shares or taking other actions with respect thereto solely in order to cause each Stockholder to perform the covenants set forth in Section 1.01 if and to the extent that such Stockholder otherwise fails to do so. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of any Stockholder, as applicable) during the matters addressed inAgreement Period and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.01. Each Stockholder authorizes Obalon to substitute any other ​ ​ ​ Person to act hereunder, Section 2.1 hereof. This to revoke any substitution and to file this proxy and power any substitution or revocation with the secretary of attorney Obalon. Each Stockholder hereby affirms that the proxy set forth in this Section 1.02 is given in connection with, with and granted in consideration of, the execution of the Merger Agreement by Parent and Merger Sub, and to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest by reason of Obalon entering into the Merger Agreement and (ii) that such proxy is given to secure the obligations of the Stockholders under Section 1.01. The proxy set forth in this Section 1.02 is executed and intended to be irrevocable in accordance with the provisions of Section 21.369 of the Texas Business Organizations Code (the “TBOC”)irrevocable, (b) revokes any and all prior proxies granted by such Stockholder with respect subject, however, to its Covered Shares and agrees that, prior to the Expiration Date, no subsequent proxy will be given by such Stockholder (and if given shall be ineffective) and (c) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause to be done in accordance with the terms hereof. Each Stockholder shall take such further action or execute such other instruments as may be necessary or desirable to effectuate the intent of this proxy in accordance with the relevant provisions of the TBOC or any other applicable Law. The power of attorney granted by such Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate automatic termination upon the termination of this Agreement in accordance with pursuant to Section 5.1. None of Parent, any Parent Related Party or any Representative of any of them, shall incur any liability or obligation to any Stockholder, directly or indirectly, in connection with, or as a result of, any exercise of the proxy granted to Parent or any designee of Parent in accordance with this Agreement4.01.

Grant of Proxy. Each Stockholder hereby irrevocably grants a proxy to, and appoints, Parent and any designee of Parent, and each of them individually, as his, her or its proxies and attorneys-in-fact, with full power of substitution and resubstitution, for and in such Stockholder’s name, place and stead, solely to the extent necessary to permit Parent or such designee of Parent to vote, act by written consent or execute and deliver a proxy to vote or grant a written consent during the period commencing on the date hereof and ending on the Expiration Date with respect to all of such Stockholder’s Covered Shares in accordance with, and only in accordance with and to the extent of the matters addressed in, Section 2.1 hereof. This proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement by Parent and Merger Sub, and to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest by reason of the Merger Agreement and (ii) executed and intended to be irrevocable in accordance with the provisions of Section 21.369 of the Texas Business Organizations Code (the “TBOC”), (b) revokes any and all prior proxies granted by such Stockholder with respect to its Covered Shares and agrees that, prior to the Expiration Date, no subsequent proxy will be given by such Stockholder (and if given shall be ineffective) and (c) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause to be done in accordance with the terms hereof. Each Stockholder shall take such further action or execute such other instruments as may be necessary or desirable to effectuate the intent of this proxy in accordance with the relevant provisions of the TBOC or any other applicable Law. The power of attorney granted by such Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement in accordance with Section 5.1. None of Parent, any Parent Related Party or any Representative of any of them, shall incur any liability or obligation to any Stockholder, directly or indirectly, in connection with, or as a result of, any exercise of the proxy granted to Parent or any designee of Parent in accordance with this Agreement.. REPRESENTATIONS AND WARRANTIES