Common use of Grant of Irrevocable Proxy; Appointment of Proxy Clause in Contracts

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller hereby irrevocably grants to, and appoints Will▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Shares in favor of the Merger and otherwise as contemplated by Section 1.2. (b) Seller represents that any proxies heretofore given in respect of the Tender Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller hereby affirms that the irrevocable proxy set forth in this Section 1.3 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Seller The Shareholder hereby irrevocably grants to, and appoints Willappoints, Parent and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇ Rich▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇, ▇▇ or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of held by such individuals with Parent, and each of them individually, Sellerthe Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Shareholder, to vote the Tender Shares, or grant a consent or approval in respect of the Shares in favor of the Merger Transactions and otherwise as contemplated by Section 1.2against any Acquisition Proposal. (bii) Seller The Shareholder represents that any proxies heretofore given in respect of the Tender Shareholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (ciii) Seller The Shareholder understands and acknowledges that Parent is and the Purchaser are entering into the Merger Agreement in reliance, among other things, reliance upon Sellerthe Shareholder's execution and delivery of this Agreement. Seller The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 3(c) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Shareholder under this Agreement. Seller The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller The Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e13.1-663(D) of the Delaware General Virginia Stock Corporation LawAct.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller The Shareholder hereby irrevocably grants to, and appoints Will▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇appoints, ▇▇ either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any such office of Parentnominee thereof, and each of them individually, Seller's its proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Shareholder, to vote the Tender Shares Shares, or grant a consent or approval in respect of the Shares, in connection with any meeting of the shareholders of the Company (i) in favor of the Merger, and (ii) against any action or agreement which would impede, interfere with or prevent the Merger, including any other extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Company and a third party or any other proposal of a third party to acquire the Company; provided, however, that such irrevocable proxy shall be immediately -------- ------- revoked if, in accordance with Section 1.1(d) of the Merger Agreement, Purchaser waives the Minimum Condition (as defined in the Merger Agreement) and otherwise accepts for payment the Revised Minimum Number of Shares (as contemplated by Section 1.2defined in the Merger Agreement). (b) Seller The Shareholder represents that any proxies heretofore given in respect of the Tender Shares Shares, if any, are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 5 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller such Shareholder under this Agreement. Seller Such Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact may lawfully do or cause to be done by virtue and, except as set forth in Section 8 hereof. Such irrevocable proxy , is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 705 of the Delaware California General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller The Shareholder hereby irrevocably grants to, to and appoints WillJ. ▇▇▇▇ ▇▇▇▇▇▇▇ III, Chief Financial Officer of Liberty, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ , Vice President and Director of Corporate Finance, and ▇▇▇▇▇▇▇▇ ▇. ▇. Yahia, ▇▇ either Vice President and Associate General Counsel of themLiberty, in their respective capacities as officers of ParentLiberty, and any individual who shall hereafter succeed to any such office of ParentLiberty, and each of them individually, Sellerthe Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Shareholder, to vote the Tender Shareholder's Shares, or grant a consent or approval in respect of such Shares (i) in favor of the Merger, the execution and delivery of the Merger Agreement and otherwise as approval of the terms thereof and each of the other transactions contemplated by Section 1.2the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to less than $33.00 per share or otherwise to impair materially and adversely the Shareholder's rights or increase the Shareholder's obligations thereunder, and (ii) against any Competing Transaction. (b) Seller The Shareholder represents that any proxies heretofore given in respect of the Tender Shares Shareholder's shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Shareholder under this Agreement. Seller The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller The Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 607.0722 of the Delaware General 1989 Florida Business Corporation LawAct.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Seller The Stockholder hereby irrevocably grants to, and appoints Willappoints, Rob▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇d Jam▇▇ ▇. ▇▇▇▇▇▇▇, ▇ ▇▇ either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Sellerthe Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Stockholder, to vote the Tender Subject Shares (over which the Stockholder has sole voting power) in favor of adoption of the Merger Agreement and otherwise as contemplated by Section 1.23(b). (bii) Seller The Stockholder represents that any proxies heretofore given in respect of the Tender Shares are not irrevocable, and that any such proxies are hereby revoked. (ciii) Seller The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Sellerthe Stockholder's execution and delivery of this Agreement. Seller The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 3(f) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Stockholder under this Agreement. Seller The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller The Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation LawGeorgia law.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Seller Each Stockholder hereby irrevocably grants to, and appoints Willappoints, Parent, ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇, ▇▇ or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Sellersuch Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Stockholder, to vote such Stockholder's Shares, or grant a consent or approval in respect of the Tender Shares in favor of any or all of the Merger Transactions and otherwise as contemplated by Section 1.2against any Acquisition Proposal. (bii) Seller Each Stockholder represents that any proxies heretofore given in respect of the Tender such Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (ciii) Seller Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Sellersuch Stockholder's execution and delivery of this Agreement. Seller Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 4(c) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller such Stockholder under this Agreement. Seller Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller Each Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Shareholder hereby irrevocably grants to, to and appoints Will▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either of them, in their respective capacities Parent as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, SellerShareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of SellerShareholder, to vote the Tender Shares to approve and vote in favor of the Offer, the Merger Agreement and the other Transactions, against any Acquisition Proposal and otherwise as contemplated by Section 1.22. (b) Seller Shareholder represents that any proxies heretofore given in respect of the Tender Shares are not irrevocablerevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 4 is given in connection with the execution of the Merger Agreement, Agreement and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revokedrevoked until the termination of this Agreement pursuant to Section 11. Seller Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Shareholder shall execute and deliver to Parent any proxy is executed and intended cards that Shareholder receives to be irrevocable vote in accordance with the provisions of Section 212(e) favor of the Delaware General Corporation Lawconsummation of the Merger. Parent shall deliver to the Secretary of the Company any such proxy cards received by it at any meeting called to approve the consummation of the Merger.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller From and after the date hereof until the Expiration Date, subject to Section 1.5, the Unitholder hereby irrevocably and unconditionally grants to, and appoints Will▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇appoints, ▇▇ either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Seller's designee thereof as the Unitholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Unitholder, to vote or cause to be voted (including by proxy or written consent, if applicable) its Securities in accordance with the Tender Shares in favor Required Votes; provided that the Unitholder’s grant of the Merger and otherwise as proxy contemplated by this Section 1.21.2 shall be effective if, and only if, such Unitholder has not delivered to Parent prior to the meeting at which any of the matters described in Section 1.1 are to be considered, a duly executed irrevocable proxy card directing that the Securities be voted in accordance with the Required Votes; provided, further, that any grant of such proxy shall only entitle Parent or its designee to vote on the matters specified by Section 1.1(ii), and Unitholder shall retain the authority to vote on all other matters. (b) Seller The Unitholder hereby represents that any proxies other than as set forth in this Agreement heretofore given in respect of the Tender Shares Securities, if any, are not irrevocablerevocable, and that any hereby revokes such proxies are hereby revokedproxies. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller The Unitholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Unitholder under this Agreement. Seller The Unitholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy and, except upon the occurrence of the Expiration Date, is executed and intended to be irrevocable irrevocable. The Unitholder agrees, until the Expiration Date, to vote its Securities in accordance with Section 1.1 above as instructed by Parent in writing. The parties agree that the provisions of Section 212(e) of the Delaware General Corporation Lawforegoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Subject to Section 6 hereof, the Stockholder hereby irrevocably grants to, and appoints Will▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇appoints, ▇▇ either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any such office of Parentnominee thereof, and each of them individually, Seller's its proxy and attorney-in-fact (with full power of substitution), for and in the name, place place, and stead of Sellerthe Stockholder, to vote his Shares, or grant a consent or approval in respect of his Shares, in connection with any meeting of the Tender Shares stockholders of the Company (i) in favor of the Merger Merger, and otherwise (ii) against any action or agreement which would impede, interfere with or prevent the Merger, including any Acquisition Proposal. This Agreement is intended to bind the Stockholder as contemplated by Section 1.2a stockholder of Company only with respect to the specific matters set forth herein. (b) Seller The Stockholder represents that any proxies heretofore given in respect of the Tender Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into Subject to Section 6 hereof, the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 4 is irrevocable and is given in connection with the execution of the Merger Offer Agreement, and that such irrevocable proxy is given to secure the performance performances of the duties of Seller the Stockholder under this Agreement. Seller The Stockholder hereby further affirms that the irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact may lawfully do or cause to be done by virtue in the Shares and, except as set forth in Section 6 hereof. Such irrevocable proxy , is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Seller hereby irrevocably grants to, and appoints Will▇▇▇ ▇. appoints, Jean-Jacques Poutrel, Gerard Compain and Bertrand Cambou, or any of ▇▇▇▇, ▇▇ ▇▇▇ Rich▇ir respect▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇ as o▇▇▇▇▇▇▇ either of them, in their respective capacities as officers of ▇▇ ▇▇▇▇er Sub or Parent, and any individual who shall hereafter succeed to any such office of Merger Sub or Parent, and each of them individually, Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Voting Shares in favor of the Merger and other transactions contemplated by the Merger Agreement, against any Acquisition Transaction and otherwise as contemplated by Section 1.21.1. (bii) Seller represents that any proxies heretofore given in respect of the Tender Voting Shares are not irrevocable, and that any such proxies are hereby revoked. (ciii) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Seller's execution and delivery of this Agreement. Seller hereby affirms that the irrevocable proxy set forth in this Section 1.3 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement in accordance with the terms of the Merger Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller The Shareholder hereby irrevocably grants to, and appoints Will▇▇▇ ▇. appoints, Buyer and ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇, Chairman and Chief Executive Officer of Buyer, and ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ either Executive Vice President and Chief Financial Officer of themBuyer, in their respective capacities as officers of ParentBuyer, and any individual who shall hereafter succeed to any such office of ParentBuyer, and each of them individually, Sellerthe Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Shareholder, to vote the Tender Shares Shareholder's Shares, or grant a consent or approval in respect of such Shares, (i) in favor of the Merger, the execution and delivery of the Merger Agreement and otherwise as approval of the terms thereof and each of the other transactions contemplated by Section 1.2the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to a lesser amount of cash or otherwise to materially and adversely impair the Shareholder's rights or increase the Shareholder's obligations thereunder, and (ii) against any Competing Transaction. (b) Seller The Shareholder represents that any proxies heretofore given in respect of the Tender Shareholder's Shares that may still be in effect are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 3.3 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Shareholder under this Agreement. Seller The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller The Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 14-2-722 of the Delaware General Georgia Business Corporation LawCode.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Seller Subject to Section 6, each Shareholder hereby irrevocably grants to, to and appoints WillParent and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (as President and Chief Executive Officer) and ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ (as Chief Financial Officer) or either of them, in their respective capacities as of officers of Parent, and any individual who shall hereafter succeed to any of such office of Parent, and each of them individually, Sellersuch Shareholder's proxy Proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Shareholder, to vote such Shareholder's Shares, or grant a consent or approval in respect of the Tender Shares in favor of the Merger and otherwise as various transactions contemplated by Section 1.2the Merger Agreement and against any Acquisition Proposal. (bii) Seller Subject to Section 6, each Shareholder represents that any proxies heretofore given in respect of the Tender such Shareholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (ciii) Seller Each Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Sellerreliance that such Shareholder's execution and delivery of this Agreement. Seller Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 3(c) is given in connection with the execution of the Merger Agreement, Agreement and that such irrevocable proxy is given to secure the performance of the duties of Seller such Shareholder under this Agreement. Seller Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and and, except as provided under Section 6, may under no circumstances be revoked. Seller Each Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause and caused to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions terms of Section 212(e) this Agreement prior to termination of the Delaware General Corporation Lawthis Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller The Stockholder hereby irrevocably grants to, and appoints Will▇appoints, Tilm▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ev▇▇ either ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ Paul ▇. ▇▇▇▇, ▇▇d each of themthem individually, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Sellersuch Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Stockholder, to vote such Stockholder's Company Shares, or grant a consent or approval in respect of the Tender Company Shares in favor of the Merger and otherwise as various transactions contemplated by Section 1.2the Merger Agreement (the "Transactions") and against any Company Takeover Proposal. (b) Seller The Stockholder represents that any proxies heretofore given in respect of the Tender such Stockholder's Company Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Sellersuch Stockholder's execution and delivery of this Agreement. Seller The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 5 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller such Stockholder under this Agreement. Seller The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller The Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 302A.449 of the Delaware General Minnesota Business Corporation LawAct.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Seller hereby irrevocably grants to, and appoints appoints, Will▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇Jame▇ ▇▇. ▇▇▇▇▇▇▇, ▇▇ either of them, in their respective capacities as officers or directors of Parent, and any individual who shall hereafter succeed to any such office or directorship of Parent, and each of them individually, Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Shares in favor of the Merger and other transactions contemplated by the Merger Agreement, against any Acquisition Transaction and otherwise as contemplated by Section 1.2. (bii) Seller represents that any proxies heretofore given in respect of the Tender Shares are not irrevocable, and that any such proxies are hereby revoked. (ciii) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Seller's execution and delivery of this Agreement. Seller hereby affirms that the irrevocable proxy set forth in this Section 1.3 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Seller The Stockholder hereby irrevocably grants to, and appoints Willappoints, Parent and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇ Rich▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇, ▇▇ or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Sellersuch Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Stockholder, to vote such Stockholder's Shares, or grant a consent or approval in respect of the Tender Shares in favor of the Merger and otherwise as various transactions contemplated by Section 1.2the Merger Agreement (the "Transactions") and against any Acquisition Proposal. (bii) Seller The Stockholder represents that any proxies heretofore given in respect of the Tender such Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (ciii) Seller The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Sellersuch Stockholder's execution and delivery of this Agreement. Seller The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 4(c) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller such Stockholder under this Agreement. Seller The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller The Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Seller The Stockholder hereby irrevocably grants to, and appoints Will▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇appoints, Parent and Nancy H. Handel and Joseph J. ▇▇▇▇▇▇▇, ▇▇ either of them▇▇▇her o▇ ▇▇▇▇, in their ▇▇ ▇▇▇▇▇ respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Sellersuch Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Stockholder, to vote such Stockholder's Shares, or grant a consent or approval in respect of the Tender Shares in favor of the Merger and otherwise as various transactions contemplated by Section 1.2the Merger Agreement (the "Transactions") and against any Acquisition Proposal. (bii) Seller The Stockholder represents that any proxies heretofore given in respect of the Tender such Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (ciii) Seller The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Sellersuch Stockholder's execution and delivery of this Agreement. Seller The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 4(c) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller such Stockholder under this Agreement. Seller The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller The Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller hereby irrevocably grants to, and appoints WillRich▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ RichKevi▇ ▇▇▇ . ▇▇▇▇▇▇▇▇▇h, ▇▇ or either of them, in their respective capacities as officers of the Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Owned Shares in favor of the Merger and otherwise as contemplated by Section 1.2.1.1 (b) Seller represents that any proxies heretofore given in respect of the Tender Owned Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller hereby affirms that the irrevocable proxy set forth in this Section 1.3 1.2 is given in connection connections with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the applicable provisions of Section 212(e) of the Delaware General Wisconsin Business Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Each Stockholder hereby irrevocably grants to, and appoints Will▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇appoints, ▇▇ either of them, Parent and its designees in their respective capacities as officers or authorized representatives of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Seller's and any individual designated in writing by any of them as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Stockholder, to vote the Tender all of such Stockholder’s Subject Shares (owned of record or beneficially), or grant a consent or approval in respect of such Subject Shares, (i) in favor of the adoption of the Merger Agreement and the approval of the Merger and otherwise as each of the other transactions contemplated by the Merger Agreement, (ii) against any Acquisition Proposal or any Frustrating Transaction and (iii) otherwise in accordance with Section 1.2. (b) Seller represents that any proxies heretofore given 3 of this Agreement. The proxy granted in respect this Section 4 shall expire upon the termination of the Tender Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller this Agreement. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Seller's the Stockholder’s execution and delivery of this Agreement. Seller . (b) Such Stockholder represents that any proxies heretofore given in respect of such Stockholder’s Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Stockholder under this Agreement. Seller Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller Such Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 212 of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller The Shareholder hereby irrevocably grants to, and appoints Willappoints, Mich▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ RichJeff▇▇▇ ▇▇▇. ▇▇▇▇▇▇, ▇▇ either of them, in their respective capacities as officers of Parent, and any individual who hereafter shall hereafter succeed to any such office of Parent, and each of them individually, Sellerthe Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Shareholder, to vote the Tender Shares Shares, or grant a consent or approval in favor respect of the Merger and otherwise as contemplated by such Shares, in accordance with Shareholder's covenants in Section 1.21.1 hereof. (b) Seller The Shareholder represents that any proxies heretofore given in respect of the Tender Shares are not irrevocable, and that any all such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Shareholder under this Agreement. Seller The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller The Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Each Shareholder hereby irrevocably grants to, and appoints Will▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Seller's designee thereof as its proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote or cause to be voted (including by proxy or written resolution, if applicable) the Tender Shares Securities in favor accordance with Section 1.1 at any annual or special meeting of the Merger Shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 is to be considered. Each Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Shareholder prior to the execution of this Agreement in respect of the voting of such Shareholder’s Securities, if any, are not irrevocable and otherwise each Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Shareholder’s Securities. Each Shareholder shall take such further action or execute such other instruments as contemplated by Section 1.2may be necessary to effectuate the intent of this proxy. (b) Seller represents that any proxies heretofore given in respect of the Tender Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller hereby Each Shareholder affirms that the irrevocable proxy set forth in this Section 1.3 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller such Shareholder under this Agreement. Seller hereby Each Shareholder further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy and, except as set forth in this Section 1.2, is executed and intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to vote such Shareholder’s Securities in accordance with Section 1.1 above as instructed by Parent in writing prior to the provisions of Section 212(e) of Expiration Time. The parties agree that the Delaware General Corporation Lawforegoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller The Stockholder hereby irrevocably grants to, and appoints Will▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇appoints, ▇▇ either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any such office of ParentSub, and each of them individually, Sellerthe Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Stockholder, to vote the Tender Stockholder's Shares at any meeting of stockholders of Company (i) in favor of the Merger, the execution and delivery of the Merger Agreement and otherwise as approval of the terms thereof and each of the other transactions contemplated by Section 1.2the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to a lesser amount of Parent Common Stock, and (ii) against any Competing Transaction. (b) Seller The Stockholder represents that any proxies heretofore given in respect of the Tender Shares Stockholder's shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Stockholder under this Agreement. Seller The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller The Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller The Stockholder hereby irrevocably grants to, and appoints Will▇appoints, Thom▇▇ ▇. ▇▇▇▇▇, ▇▇ief Executive Officer of GSMS, and Stan▇▇▇ ▇▇▇ Rich▇▇t▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either ▇ce President of themGSMS, in their respective capacities as officers of ParentGSMS, and any individual who shall hereafter succeed to any such office of ParentGSMS, and each of them individually, Sellerthe Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Stockholder, to vote the Tender Stockholder's Shares, or grant a consent or approval in respect of such Shares in favor of (i) the Amendment and (ii) the Merger; the execution and delivery of the Merger Agreement and otherwise as approval of the terms thereof, and each of the other transactions contemplated by Section 1.2the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to increase the Exchange Ratio payable in the Merger to a greater amount of PSS Common Stock or otherwise to adversely impair the Stockholder's rights or increase the Stockholder's obligations thereunder, whether in his capacity as a stockholder or in any other capacity. (b) Seller The Stockholder represents that any proxies heretofore given in respect of the Tender Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Stockholder under this Agreement. Seller The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller The Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Stockholder hereby irrevocably grants to, and appoints Will▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇appoints, ▇▇ either of them, in their respective capacities as officers of Parent, Parent and any other individual who shall hereafter succeed to any such office of designated in writing by Parent, and each of them individually, Seller's Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of SellerStockholder, to vote all of Stockholder’s Subject Shares at any meeting of stockholders of the Tender Shares Company or any adjournment or postponement thereof, (i) in favor of the adoption of the Merger Agreement and the approval of the terms thereof and of the Merger and otherwise as each of the other transactions contemplated by the Merger Agreement in accordance with the terms of Section 1.23(a) and Section 3(c) of this Agreement and (ii) against any Vote-Down Matter in accordance with the terms of Section 3(b) of this Agreement. The proxy granted in this Section 4 shall expire upon the termination of this Agreement. (b) Seller Stockholder represents that any proxies heretofore given in respect of the Tender Stockholder’s Subject Shares are not irrevocable, and that any all such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller Stockholder under this Agreement. Seller Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation LawDGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Stockholder hereby irrevocably grants to, and appoints Willappoints, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either of them, in their respective capacities as officers of Parent, and any other individual who shall hereafter succeed to any such office of Parentbe designated by the Company, and each of them individually, Seller's Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of SellerStockholder, to vote Stockholder’s Shares, or grant a consent or approval in respect of such Shares, at any meeting of Stockholders of the Tender Shares Parent or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, in favor of the Merger, the adoption by the Parent of the Merger Agreement and otherwise as the approval of the other transactions contemplated by Section 1.2the Merger Agreement. (b) Seller Stockholder represents that any existing proxies heretofore given in respect of the Tender Stockholder’s Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller Stockholder under this Agreement. Seller Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, subject to Section 7 herein. Seller Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact 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. Such irrevocable proxy shall be valid until the provisions termination of this Agreement pursuant to Section 212(e) of the Delaware General Corporation Law7 herein.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Each Stockholder hereby irrevocably grants to, and appoints Willappoints, Sub and ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either President of themSub, in their respective capacities his capacity as officers an officer of ParentSub, and any individual who shall hereafter succeed to any such office of ParentSub, and each of them individually, Sellersuch Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Stockholder, to vote the Tender such Stockholder's Subject Shares, or grant a consent or approval in respect of such Subject Shares against (i) any Alternative Transaction as such term is defined in favor Section 6.2 of the Merger and otherwise as Agreement, (ii) any amendment of the Company's articles of organization or by-laws or other proposal or transaction involving the Company, which amendment or other proposal or transaction would be reasonably likely to impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of Company Common Stock, or (iii) any action that would cause the Company to breach any representation, warranty or covenant contained in the Merger Agreement. The proxy granted pursuant to this Section 1.2shall terminate upon the termination of this Agreement pursuant to Section 10. (b) Seller Such Stockholder represents that any there are no proxies heretofore given in respect of the Tender Shares are not irrevocable, and that any such proxies are hereby revokedStockholder's Subject Shares. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 6 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Stockholder under this Agreement. Seller Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller Such Stockholder hereby ratifies and confirms all that the holder of such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 41 of the Delaware General Massachusetts Business Corporation LawLaw (the "MBCL").

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Seller hereby irrevocably grants to, and appoints Will▇▇▇ ▇. appoints, Jean-Jacques Poutrel, Gerard Compain and Bertrand Cambou, or any of ▇▇▇▇, ▇▇ ▇▇▇ Richeir respec▇▇▇▇ ▇▇▇▇▇▇▇▇▇, s as ▇▇▇▇▇▇▇▇ either of them, in their respective capacities as officers of ▇▇ ▇▇▇ger Sub or Parent, and any individual who shall hereafter succeed to any such office of Merger Sub or Parent, and each of them individually, Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Voting Shares in favor of the Merger and other transactions contemplated by the Merger Agreement, against any Acquisition Transaction and otherwise as contemplated by Section 1.21.1. (bii) Seller represents that any proxies heretofore given in respect of the Tender Voting Shares are not irrevocable, and that any such proxies are hereby revoked. (ciii) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Seller's execution and delivery of this Agreement. Seller hereby affirms that the irrevocable proxy set forth in this Section 1.3 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement in accordance with the terms of the Merger Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Seller hereby irrevocably grants to, and appoints Willappoints, Jean-Jacques Poutrel, Gerard Compain and Bertrand Cambou, or any of t▇▇▇, ▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇r respecti▇▇ ▇▇▇▇▇▇▇▇▇, ▇ as of▇▇▇▇▇▇ either of them, in their respective capacities as officers of ▇▇ ▇▇▇▇▇r Sub or Parent, and any individual who shall hereafter succeed to any such office of Merger Sub or Parent, and each of them individually, Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Voting Shares in favor of the Merger and other transactions contemplated by the Merger Agreement, against any Acquisition Transaction and otherwise as contemplated by Section 1.21.1. (bii) Seller represents that any proxies heretofore given in respect of the Tender Voting Shares are not irrevocable, and that any such proxies are hereby revoked. (ciii) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Seller's execution and delivery of this Agreement. Seller hereby affirms that the irrevocable proxy set forth in this Section 1.3 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement in accordance with the terms of the Merger Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller The Stockholder hereby irrevocably grants to, and appoints Willappoints, ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Richand ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either or any one of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Sellerthe Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Stockholder, to vote the Tender Stockholder Shares in favor held at the time of the Merger and otherwise relevant stockholder vote as contemplated by set forth in Section 1.22 hereof. The Stock holder will cause any record holder of Stockholder Shares to grant substantially similar proxies as requested in accordance with Section 8(e) hereof. (b) Seller The Stockholder represents that any proxies heretofore given in respect of the Tender Stockholder Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller The Stockholder understands and acknowledges that Parent is and Sub are entering into the Merger Agreement in reliance, among other things, reliance upon Sellerthe Stockholder's execution and delivery of this Agreement. Seller The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 3 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Stockholder under this Agreement. Seller The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Until the termination of this Agreement in accordance with Section 11, the Stockholder hereby irrevocably grants to, and appoints Willappoints, Parent and Jure Sola and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Sellerthe Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Stockholder, to vote the Tender Shares Subject Shares, or grant a consent or approval in respect of the Subject Shares, in favor of approval of the Merger and otherwise as contemplated by Section 1.2the adoption and approval of the Merger Agreement. (b) Seller The Stockholder represents that any proxies heretofore given in respect of the Tender Subject Shares are not irrevocable, and that any all such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 5 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Stockholder under this Agreement. Seller The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller The Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-attorneys in fact may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Subject to Section 2, Seller hereby irrevocably grants to, and appoints Will▇▇▇ ▇. ▇▇appoints, Guillaume Hannezo and ▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇Lecoys, ▇▇ or either of them, in their respective capacities as officers or directors of Parent, and any individual who shall hereafter succeed to any such office or directorship of Parent, and each of them individually, Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Shares in favor of the Merger and other transactions contemplated by the Merger Agreement, against any Acquisition Transaction and otherwise as contemplated by Section 1.2. (bii) Seller represents that any proxies heretofore given in respect of the Tender Shares are not irrevocable, and that any such proxies are hereby revoked. (ciii) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Seller's execution and delivery of this Agreement. Seller hereby affirms that the irrevocable proxy set forth in this Section 1.3 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact may lawfully do or cause to be done by virtue hereofinterest. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller The Shareholder hereby irrevocably grants to, and appoints Will▇▇▇ ▇. appoints, US BioEnergy and ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇, its General Counsel, and ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ either of themits Chief Financial Officer, in their respective capacities as officers designees of ParentUS BioEnergy, and any individual who shall hereafter succeed to any such office of ParentUS BioEnergy, and each of them individually, Seller's the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Shareholder, to vote all of the Tender Shareholder’s Subject Shares (owned of record or beneficially), or grant a consent or approval or consent in writing in respect of such Subject Shares, (i) in favor of the approval of the Merger Agreement and of the Merger and otherwise as each of the other transactions contemplated by the Merger Agreement, (ii) against any Alternative Transaction or any Frustrating Transaction and (iii) otherwise in accordance with Section 1.23 of this Agreement. (b) Seller The Shareholder represents that any proxies heretofore given in respect of the Tender Shareholder’s Subject Shares are not irrevocable, irrevocable and that any all such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 4 is given in connection with the execution of the Merger Agreement, Agreement and that such irrevocable proxy is given to secure the performance of the duties of Seller the Shareholder under this Agreement. Seller The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller The Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 47-1A-722.2 of the Delaware General Corporation LawSDBCA.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Subject to Section 1.3(c), Seller hereby irrevocably grants to, and appoints Will▇▇appoints, Vadi▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either his capacity as representative of them, in their respective capacities as officers of the Purchaser or Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Shares in favor of the Merger and other transactions contemplated by the Merger Agreement, against any Company Takeover Proposal and otherwise as contemplated by Section 1.2. (b) Seller represents that any proxies heretofore given and in effect on the date hereof in respect of the Tender Shares are not irrevocablerevocable, and that Seller hereby revokes any such proxies are hereby revokedproxies. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Seller's execution and delivery of this Agreement. Seller hereby affirms that the irrevocable proxy set forth in this Section 1.3 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revokedrevoked unless the Merger Agreement has been terminated in accordance with its terms. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e2-507(d) of the Delaware Maryland General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Each of the Stockholders hereby irrevocably grants to, to and appoints Will▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either of themthe other, in their respective capacities the other's capacity as officers Chief Executive Officer of Parentthe Other Company, and any individual who shall hereafter may succeed to any such office of Parentthe Other Company, and each of them individually, Selleras such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place place, and stead of Sellersuch Stockholder, to vote the Tender Shares such Stockholder's Shares, or grant a consent or approval in respect of such Stockholder's Shares: (i) in favor of the Merger, the Merger Agreement, and otherwise as each of the other transactions contemplated by Section 1.2the Merger Agreement, and (ii) against any Competing Transaction. (b) Seller Each Stockholder represents that any proxies heretofore given (not including the proxy granted herein) in respect of the Tender such Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands Each Stockholder hereby acknowledges and acknowledges agrees that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller hereby affirms that the his irrevocable proxy set forth in this Section 1.3 4: (i) is given in connection with and to induce the execution of the Merger Agreement, Agreement and that such irrevocable proxy is given to secure the performance of the duties of Seller the Stockholder under this Agreement. Seller hereby further affirms that the irrevocable proxy , and (ii) is coupled with an interest on the part of each of the other parties to this Agreement, and may under no circumstances not be revoked. Seller Each Stockholder hereby ratifies and confirms all that such proxies his proxy and attorneysattorney-in-fact may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Lawgranting of such Stockholder's irrevocable proxy.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller hereby irrevocably grants toConcurrently with the execution of this Agreement, and appoints Will▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either from time to time thereafter (including as soon as a Versicor Stockholders' Meeting is called concerning any of them, the matters set forth in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Seller's proxy and attorney-in-fact (with full power of substitutionSection 1.2 hereof), for and the Versicor Stockholder hereby agrees to deliver to Biosearch an irrevocable proxy in the nameform attached hereto as Exhibit A (the "Proxy") with respect to the Subject Shares, place which shall be coupled with an interest and stead of Seller, irrevocable to vote the Tender Shares in favor of the Merger and otherwise as contemplated fullest extent permissible by Section 1.2law. (b) Seller The Versicor Stockholder represents that any proxies heretofore given in respect of the Tender Subject Shares are not irrevocablerevocable, and that any such proxies are hereby revoked. revoked or will be revoked by appropriate notice (cor other instrument) Seller understands and acknowledges that Parent is entering into prior to or concurrently with the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. (c) The Versicor Stockholder recognizes that the Merger will be of benefit to the Versicor Stockholder and acknowledges that Biosearch is incurring costs and expenses in reliance on the representations and agreements of the Versicor Stockholder set forth in this Agreement. Seller The Versicor Stockholder hereby affirms and agrees that the irrevocable proxy Proxies set forth in this Section 1.3 is are given in connection with the execution adoption by Biosearch of the Merger Agreement, and that such irrevocable proxy is Proxies are given to secure the performance of the duties of Seller the Versicor Stockholder under this Agreement. Seller The Versicor Stockholder hereby further affirms and agrees that the irrevocable proxy is Proxies are coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and are intended to be irrevocable in accordance with to the provisions fullest extent permissible by law. The Versicor Stockholder hereby confirms and agrees that the Proxies are effective to consummate the intent of Section 212(e) of this Agreement to the Delaware General Corporation Law.maximum extent permitted by applicable law. ARTICLE II

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller hereby irrevocably grants toConcurrently with the execution of this Agreement, and appoints Will▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇the Stockholder herewith delivers to Purchaser the Proxy, ▇▇ either of themwhich shall be irrevocable to the fullest extent permissible by applicable law, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed with respect to any such office of Parent, and each of them individually, Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Shares in favor of the Merger and otherwise as contemplated by Section 1.2Shares. (b) Seller Each Stockholder represents and warrants that any proxies (other than the Proxy given in connection with this Agreement) heretofore given in respect of the Tender such Shares by such Stockholder are not irrevocable or, if they are not revoked by the execution and delivery of this Agreement and the Proxy or are irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other thingsthat, upon Seller's execution and delivery of this Agreement, the valid consent to the revocation of such proxies from the party or parties to whom such proxies were heretofore granted will be obtained, and that any such other proxies are hereby revoked. Seller Each Stockholder understands and acknowledges that the Purchaser is entering into the Plan in reliance upon the execution, delivery and performance of this Agreement by such Stockholder. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 Proxy he or she is delivering is given in connection with the execution of the Merger AgreementPlan, and that such irrevocable proxy Proxy is given to secure the performance of the duties of Seller under such Stockholder in accordance with this Agreement. Seller Each Stockholder hereby further affirms that the irrevocable proxy his or her Proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy The Proxy is executed and intended to be irrevocable in accordance with the applicable provisions of Section 212(e) of the Delaware General Corporation Law. The Proxy shall be valid until termination of this Agreement pursuant to Section 7 hereof.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Each Qualified Company Shareholder hereby irrevocably grants to, and appoints Willappoints, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Seller's Qualified Company Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Qualified Company Shareholder, solely to vote such Qualified Company Shareholder’s Shares, or grant a consent or approval in respect of such Shares, at any meeting of shareholders of the Tender Shares Company or at any adjournment thereof or in any other circumstances upon which their vote, written consent or other approval is sought, (i) in favor of the Merger, the adoption by the Company of the Merger Agreement and otherwise as the approval of the other transactions contemplated by Section 1.2the Merger Agreement and (ii) against (A) any Acquisition Proposal (other than the Merger Agreement and the Merger) and (B) any Frustrating Transaction. (b) Seller represents that any proxies heretofore given in respect of the Tender Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller The Qualified Company Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 5 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Qualified Company Shareholder under this Agreement. Seller The Qualified Company Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, subject to Section 8. Seller The Qualified Company Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e212(f) of the Delaware General Corporation Law. Such irrevocable proxy shall be valid until the termination of this Agreement pursuant to Section 8.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller The Shareholder hereby irrevocably grants to, and appoints Willappoints, MAPICS and Richard Cook, President and Chief Executive Officer of MAPICS, in his c▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either fficer of them, in their respective capacities as officers of ParentMAPICS, and any individual who shall hereafter succeed to any such office of ParentMAPICS, and each of them individuallyseparately, Sellerthe Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Shareholder, to vote the Tender Shareholder's Shares, or grant a consent or approval in respect of such Shares (i) in favor of the Merger, the execution and delivery of the Merger Agreement and otherwise as approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to a lesser amount of MAPICS Common Stock, and against any Acquisition Proposal, other than transactions permitted by the proviso set forth in Section 1.22.1(b). (b) Seller The Shareholder represents that any proxies heretofore given in respect of the Tender Shares Shareholder's shares that may still be in effect are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 2.3 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Shareholder under this Agreement. Seller The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller The Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 1701.48 of the Delaware General Corporation LawOhio Revised Code.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Each Shareholder hereby irrevocably grants to, and appoints Will▇▇▇ ▇. appoints, VeraSun and ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇, its Chief Executive Officer, and ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ either of themits Chief Financial Officer, in their respective capacities as officers designees of ParentVeraSun, and any individual who shall hereafter succeed to any such office of ParentVeraSun, and each of them individually, Seller's such Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Shareholder, to vote the Tender all of such Shareholder’s Subject Shares (owned of record or beneficially), or grant a consent or approval or consent in writing in respect of such Subject Shares, (i) in favor of the approval of the Merger Agreement and of the Merger and otherwise as each of the other transactions contemplated by the Merger Agreement, (ii) against any Alternative Transaction or any Frustrating Transaction and (iii) otherwise in accordance with Section 1.23 of this Agreement. (b) Seller Each Shareholder represents that any proxies heretofore given in respect of the Tender such Shareholder’s Subject Shares are not irrevocable, irrevocable and that any all such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 4 is given in connection with the execution of the Merger Agreement, Agreement and that such irrevocable proxy is given to secure the performance of the duties of Seller such Shareholder under this Agreement. Seller Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller Each Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 47-1A-722.2 of the Delaware General Corporation LawSDBCA.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Subject to the termination provision in Section 10 hereof, the Shareholder hereby irrevocably grants to, and appoints Willappoints, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either of them, in their respective capacities his capacity as officers an officer of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Sellerthe Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Shareholder, to vote the Tender Subject Shares, or grant a consent or approval in respect of the Subject Shares in favor of accordance with the Voting Objectives, including, without limitation, the transactions contemplated by the Merger and otherwise as contemplated by Section 1.2Agreement. (b) Seller The Shareholder represents that any outstanding proxies heretofore given in respect of the Tender Subject Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller The Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Sellerthe Shareholder's execution and delivery of this Agreement. Seller The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 5 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Shareholder under this Agreement. Seller The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revokedrevoked except as provided in Section 10 hereof. Seller The Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 302A.449 of the Delaware General Corporation LawMBCA.

Grant of Irrevocable Proxy; Appointment of Proxy. Until the termination of this Agreement in accordance with Section 5: (a) Seller The Shareholder hereby severally irrevocably grants to, and appoints Willappoints, G▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or W▇▇▇ Rich▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇, ▇▇ either of them▇., in their respective capacities as officers designees of Parent, and any individual who shall hereafter succeed to any such office the Company or other designees of Parentthe Company so designated, and each of them individually, Seller's or any of them, the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Shareholder, to vote the Tender Shares in favor all of the Merger Subject Shares owned of record by the Shareholder in accordance with Section 1(a) and otherwise as contemplated by Section 1.21(b) of this Agreement. (b) Seller The Shareholder represents that any proxies heretofore given in respect of the Tender Subject Shares are not irrevocable, irrevocable and that any all such proxies are hereby revoked. (c) Seller The Shareholder understands and acknowledges that Parent is Parent, Merger Sub and OP Merger Sub are entering into the Merger Agreement in reliance, among other things, reliance upon Seller's the Shareholder’s execution and delivery of this Agreement. Seller The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 3 is given in connection with the execution of the Merger Agreement, Agreement and that such irrevocable proxy is given to secure the performance of the duties of Seller the Shareholder under this Agreement. Seller The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances circumstance be revoked. Seller The Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.2

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Seller hereby irrevocably grants to, and appoints appoints, Will▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇Jame▇ ▇▇. ▇▇▇▇▇▇▇, ▇▇ either of them, in their respective capacities as officers or directors of Parent, and any individual who shall hereafter succeed to any such office or directorship of Parent, and each of them individually, Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Shares in favor of the Merger and other transactions contemplated by the Merger Agreement, against any Acquisition Transaction and otherwise as contemplated by Section 1.2. (bii) Seller represents that any proxies heretofore given in respect of the Tender Shares are not irrevocable, and that any such proxies are hereby revoked. (ciii) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Seller's execution and delivery of this Agreement. Seller hereby affirms that the irrevocable proxy set forth in this Section 1.3 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Each Shareholder hereby irrevocably grants to, and appoints Willappoints, Avant!, ▇▇▇▇▇▇ ▇. ▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either of them, in their respective capacities as officers of Parent, and any other individual who shall hereafter succeed to any be designated by Avant!, such office of Parent, and each of them individually, SellerShareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Shareholder, to vote the Tender Shares such Shareholder's Shares, or grant a consent or approval in respect of such Shares, at any meeting of shareholders of TMAI or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought in favor of the Merger Merger, the execution and otherwise as delivery of the Reorganization Agreement and approval of the terms thereof and each of the other transactions contemplated by Section 1.2the Reorganization Agreement and the other Documents. (b) Seller Such Shareholder represents that any proxies heretofore given in respect of the Tender such Shareholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller Such Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 3 is given in connection with the execution of the Merger Reorganization Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Shareholder under this Agreement. Seller Such Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller Such Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e705(e) of the Delaware California General Corporation LawLaw (the "CGCL").

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller The Shareholder hereby irrevocably grants to, and appoints Willappoints, MAPICS and ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either President and Chief Executive Officer of themMAPICS, in their respective capacities his capacity as officers officer of ParentMAPICS, and any individual who shall hereafter succeed to any such office of ParentMAPICS, and each of them individuallyseparately, Seller's the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Shareholder, to vote the Tender Shareholder’s Shares, or grant a consent or approval in respect of such Shares (i) in favor of the Merger, the execution and delivery of the Merger Agreement and otherwise as approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to a lesser amount of MAPICS Common Stock, and (ii) against any Acquisition Proposal, other than transactions permitted by the proviso set forth in Section 1.22.1(b). (b) Seller The Shareholder represents that any proxies heretofore given in respect of the Tender Shares Shareholder’s shares that may still be in effect are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 2.3 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Shareholder under this Agreement. Seller The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller The Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 1701.48 of the Delaware General Corporation LawOhio Revised Code.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Each of the Stockholders hereby irrevocably grants to, and appoints Will▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇appoints, ▇▇ either of them, in their respective capacities as officers of Parent, Siemens and any individual who shall hereafter succeed to any such office of Parentnominee thereof, and each of them individually, Seller's its proxy and attorney-in-fact (with full power of substitution), for and in the name, place place, and stead of Sellersuch Stockholder, to vote such Stockholder's Shares, or grant a consent, waiver or approval in respect of such Stockholder's Shares, in connection with any meeting of the Tender Shares Stockholders of the Company or otherwise, (i) in favor of the Merger and otherwise as the other transactions and actions contemplated by Section 1.2the Merger Agreement, and (ii) against any action or agreement which would impede, interfere with or prevent the Merger, including any Acquisition Transaction other than the Merger. (b) Seller Each of the Stockholders represents that any proxies heretofore given in respect of the Tender Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into Each of the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller Stockholders hereby affirms that the irrevocable proxy set forth in this Section 1.3 6 is irrevocable and is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance performances of the duties of Seller such Stockholder under this Agreement. Seller Each Stockholder hereby further affirms that the irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy in the Shares and, except as set forth in Section 11 of this Agreement, is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Seller The Stockholder hereby irrevocably grants to, and appoints Willappoints, Parent and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Rich▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇. Reading, ▇▇ or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Sellerthe Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Stockholder, to vote the Tender Shares, or grant a consent or approval in respect of the Shares in favor of the Merger and otherwise as various transactions contemplated by Section 1.2the Merger Agreement (the "Transactions") and against any takeover proposal. (bii) Seller The Stockholder represents that any proxies heretofore given in respect of the Tender Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (ciii) Seller The Stockholder understands and acknowledges acknowl- edges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Sellerthe Stockholder's execution and delivery of this Agreement. Seller The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 4(c) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Stockholder under this Agreement. Seller The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller The Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Subject to Section 2, Seller hereby irrevocably grants to, and appoints Will▇▇▇ ▇. appoints, Guillaume Hannezo and Eric ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇oys, ▇▇ or either of them, in their respective capacities as officers or directors of Parent, and any individual who shall hereafter succeed to any such office or directorship of Parent, and each of them individually, Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Shares in favor of the Merger and other transactions contemplated by the Merger Agreement, against any Acquisition Transaction and otherwise as contemplated by Section 1.2. (bii) Seller represents that any proxies heretofore given in respect of the Tender Shares are not irrevocable, and that any such proxies are hereby revoked. (ciii) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Seller's execution and delivery of this Agreement. Seller hereby affirms that the irrevocable proxy set forth in this Section 1.3 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact may lawfully do or cause to be done by virtue hereofinterest. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Each Shareholder hereby irrevocably (subject to Article IX hereof) grants to, and appoints Willappoints, Purchaser and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either in his or her capacity as an officer of them, in their respective capacities as officers of ParentPurchaser, and any individual who shall hereafter succeed to any such office of ParentPurchaser, and each of them individually, Sellersuch Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Shareholder, to vote the Tender Shares such Shareholder's Company Common Stock, or grant a consent, approval or waiver in favor respect of the Merger and otherwise as contemplated by Section 1.2. (b) Seller such Company Common Stock in connection with any Acquisition Proposal or similar transaction. Each Shareholder represents that any proxies heretofore given in respect of the Tender Shares such Shareholder's Company Common Stock are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 11.7 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given this Agreement to secure the performance of the duties obligations of Seller the Shareholder under this Agreement. Seller Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller Such irrevocable proxy shall remain in full force and effect from the date hereof until the earlier to occur of (i) the termination of this Agreement and (ii) the Closing Date (regardless of whether such early event occurs within 11 months of the date hereof). Each Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) Sections 55-7-22 and 55-7-31 of the Delaware General Corporation Law.NCBCA. [the remainder of this page left intentionally blank]

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Stockholder hereby irrevocably grants to, and appoints Willappoints, Jeff▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇Lind▇ ▇▇▇▇▇▇▇▇▇, ▇ ▇▇ either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, SellerStockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of SellerStockholder, to vote the Tender Subject Shares in favor of adoption of the Merger Agreement and otherwise as contemplated by Section 1.21.02. (b) Seller Stockholder represents that any proxies heretofore given in respect of the Tender Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon SellerStockholder's execution and delivery of this Agreement. Seller Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 1.02 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of 2 3 the duties of Seller Stockholder under this Agreement. Seller Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Each Stockholder hereby irrevocably grants to, and appoints Willappoints, Parent and Ronald S. Haft, Chief Executive Officer of Parent, and David J. Roodber▇▇▇ ▇. ▇, ▇▇▇▇▇ ▇▇▇ Rich▇▇▇cial Officer of Parent, in their respecti▇▇ ▇▇▇▇▇▇▇▇▇, ▇ ▇▇ either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Sellerthe Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Stockholder, to vote the Tender Stockholder's Shares, or grant a consent or approval in respect of the Stockholder's Shares (i) in favor of the Merger, the execution and delivery of the Merger Agreement and otherwise as approval of the terms thereof and each of the other transactions contemplated by Section 1.2the Merger Agreement, and (ii) against any Competing Transaction. (b) Seller Each Stockholder represents that any proxies heretofore given in respect of the Tender Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Stockholder under this Agreement. Seller Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest sufficient in law to support an irrevocable power and may under no circumstances be revoked. Seller Each Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 41 of the Delaware General Massachusetts Business Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Seller hereby irrevocably grants to, and appoints Willappoints, Michel Avenas, Chri▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ RichJean-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either any of them, in their respective capacities as officers of the Purchaser or Parent, and any individual who shall hereafter succeed to any such office of the Purchaser or Parent, and each of them individually, Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Shares in favor of the Merger and other transactions contemplated by the Merger Agreement, against any Acquisition Transaction and otherwise as contemplated by Section 1.2. (bii) Seller represents that any proxies heretofore given in respect of the Tender Shares are not irrevocable, and that any such proxies are hereby revoked. (ciii) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Seller's execution and delivery of this Agreement. Seller hereby affirms that the irrevocable proxy set forth in this Section 1.3 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement consistent with Seller's duties as an officer or Director of the Company and in accordance with the terms of the Merger Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Seller and ▇▇▇▇ Family Member hereby irrevocably irrevocable grants to, and appoints Will▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Richand ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in his capacity as a duly authorized officer of Purchaser, such Seller's or ▇, ▇▇▇ either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, SellerFamily Member's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Seller or ▇▇▇▇ Family Member's, to vote the Tender Shares owned by such Seller or ▇▇▇▇ Family Member's, or grant a consent or approval in favor respect of the Merger and otherwise as contemplated by such Shares, against any Acquisition Proposal or other matter set forth in Section 1.25.1 hereof. (b) Each Seller and ▇▇▇▇ Family Member represents that any proxies heretofore given in respect of the Tender Shares owned by such Seller or ▇▇▇▇ Family Member's are not irrevocable, and that any such proxies are hereby revoked. (c) Each Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller ▇▇▇▇ Family Member hereby affirms that the irrevocable proxy set forth in this Section 1.3 5.7 is given in connection with the execution of the Merger this Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Seller or ▇▇▇▇ Family Member's under this Agreement. Each Seller and ▇▇▇▇ Family Member hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Seller and ▇▇▇▇ Family Member hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation LawLaw of the State of Delaware.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Seller hereby irrevocably grants to, and appoints Will▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇appoints, ▇▇ Guillaume Hannezo and Eric Lecoys, or either of them, in their ▇▇▇▇r respective capacities as officers or directors of Parent, and any individual who shall hereafter succeed to any such office or directorship of Parentparent, and each of them individually, Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Shares in favor of the Merger and other transactions contemplated by the Merger Agreement, against any Acquisition Transaction and otherwise as contemplated by Section 1.2. (bii) Seller represents that any proxies heretofore given in respect of the Tender Shares are not irrevocable, and that any such proxies are hereby revoked. (ciii) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Seller's execution and delivery of this Agreement. Seller hereby affirms that the irrevocable proxy set forth in this Section 1.3 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Each Stockholder hereby irrevocably grants to, and appoints Willappoints, Parent and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇, its Vice President - Assistant General Counsel, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, its Assistant Secretary and Senior Counsel, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ either its Vice President of themCorporate Development, in their respective capacities as officers designees of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Sellersuch Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Stockholder, to vote the Tender all of such Stockholder's Subject Shares (owned of record or beneficially), or grant a consent or approval in respect of such Subject Shares, (i) in favor of the adoption of the Merger Agreement and the approval of the terms thereof and of the Merger and otherwise as each of the other transactions contemplated by the Merger Agreement, (ii) against any Takeover Proposal or any Frustrating Transaction and (iii) otherwise in accordance with Section 1.23 of this Agreement. The proxy granted in this Section 4 shall expire upon the termination of this Agreement. (b) Seller Each Stockholder represents that any proxies heretofore given in respect of the Tender such Stockholder's Subject Shares are not irrevocable, and that any all such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller such Stockholder under this Agreement. Seller Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller Each Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation LawDGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller The Stockholder hereby irrevocably grants to, and appoints Will▇▇▇ ▇. ▇appoints, Parent and ▇▇▇▇▇ ▇▇▇ Rich▇▇▇ . ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ either of them▇. ▇▇▇▇▇▇▇ and ▇. ▇. ▇▇▇▇, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Sellerthe Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Stockholder, to vote the Tender Shares Shares, or grant a consent or approval in respect of the Shares, in favor of adoption of the Merger and otherwise as contemplated by Section 1.2Agreement. (b) Seller The Stockholder represents that any proxies heretofore given in respect of the Tender Shares are not irrevocable, and that any all such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Stockholder under this Agreement. Seller The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller The Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller The Stockholder hereby irrevocably grants to, and appoints Will▇▇appoints, Guidant and Jame▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇na▇▇ either of them▇. ▇▇▇▇▇▇▇ ▇▇▇ J.B. ▇▇▇▇, in ▇▇ their respective capacities as officers of ParentGuidant, and any individual who shall hereafter succeed to any such office of ParentGuidant, and each of them individually, Sellerthe Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Stockholder, to vote the Tender Shares Shares, or grant a consent or approval in respect of the Shares, in favor of adoption of the Merger and otherwise as contemplated by Section 1.2Agreement. (b) Seller The Stockholder represents that any proxies heretofore given in respect of the Tender Shares are not irrevocable, and that any all such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Stockholder under this Agreement. Seller The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller The Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation LawLaw (the "DGCL").

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller a. The Shareholder hereby irrevocably grants to, and appoints Will▇▇appoints, HHTI and Jame▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either ▇., ▇▇dividually and in his capacity as an officer of them, in their respective capacities as officers of ParentHHTI, and any individual who shall hereafter succeed to any such office of ParentHHTI, and each of them individually, Sellerthe Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Shareholder, to vote the Tender Shareholder's Shares, or grant a consent or approval in respect of such Shares (i) in favor of the Merger, the execution and delivery of the Merger Agreement and otherwise as approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to materially and adversely impair the Shareholder's rights or increase the Shareholder's obligations thereunder, and (ii) against any Competing Transaction. The proxy granted pursuant to this Section 1.25 shall be strictly limited to the matters set forth herein and the Shareholder shall have the right to vote the Shareholder's Shares with respect to all other matters. (b) Seller b. The Shareholder represents that any proxies heretofore given in respect of the Tender Shareholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller c. The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 5 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Shareholder under this Agreement. Seller The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller The Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Lawlaw.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Each Stockholder hereby irrevocably grants to, and appoints Will▇▇▇ appoints, Parent and John ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ief Executive Officer of Parent, and Moos▇ either ▇. ▇▇▇▇▇, ▇▇ief Financial Officer of themParent, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Sellerthe Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Stockholder, to vote the Tender Stockholder's Shares, or grant a consent or approval in respect of the Stockholder's Shares (i) in favor of the Merger, the execution and delivery of the -2- 35 Merger Agreement and otherwise as approval of the terms thereof and each of the other transactions contemplated by Section 1.2the Merger Agreement, and (ii) against any Competing Transaction. (b) Seller Each Stockholder represents that any proxies heretofore given in respect of the Tender Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Stockholder under this Agreement. Seller Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller Each Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 212 of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Each Stockholder hereby severally irrevocably grants to, and appoints Will▇▇▇ ▇. appoints, ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ either of them▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office designees of Parent, and each of them individually, Seller's or any of them, such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Stockholder, to vote the Tender all of such Stockholder’s Subject Shares (owned of record) in favor accordance with Sections 3(a) and (b) of the Merger and otherwise as contemplated by Section 1.2this Agreement. (b) Seller Each Stockholder represents that any proxies heretofore given in respect of the Tender such Stockholder’s Subject Shares are not irrevocable, irrevocable and that any all such proxies are hereby revoked. (c) Seller Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Seller's such Stockholder’s execution and delivery of this Agreement. Seller Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 4 is given in connection with the execution of the Merger Agreement, Agreement and that such irrevocable proxy is given to secure the performance of the duties of Seller such Stockholder under this Agreement. Seller Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller Such Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such The irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e607.0722(5) of the Delaware General Corporation LawFBCA.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Stockholder hereby irrevocably grants to, and appoints Willappoints, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either of them, in their respective capacities as officers of Parent, and any other individual who shall hereafter succeed to any such office of Parentbe designated by the Company, and each of them individually, Seller's Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of SellerStockholder, to vote the Tender Shares Stockholder’s Shares, or grant a consent or approval in respect of such Shares, at any meeting of Stockholders of Earthstone or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, in favor of the Merger Exchange, the adoption by Earthstone of the Exchange Agreement and otherwise as the approval of the other transactions contemplated by Section 1.2the Exchange Agreement. (b) Seller Stockholder represents that any existing proxies heretofore given in respect of the Tender Stockholder’s Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 4 is given in connection with the execution of the Merger Exchange Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller Stockholder under this Agreement. Seller Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, except upon termination of this Agreement pursuant to Section 7. Seller Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact 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. Such irrevocable proxy shall be valid until the provisions termination of this Agreement pursuant to Section 212(e) of the Delaware General Corporation Law7 herein.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller The Shareholder hereby irrevocably grants to, and appoints Willappoints, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇, ▇▇ either of them▇▇, in their respective capacities as officers of Parent, and any individual who hereafter shall hereafter succeed to any such office of Parent, and each of them individually, Sellerthe Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Shareholder, to vote the Tender Shares Shares, or grant a consent or approval in favor respect of the Merger and otherwise as contemplated by such Shares, in accordance with Shareholder's covenants in Section 1.21.1 hereof. (b) Seller The Shareholder represents that any proxies heretofore given in respect of the Tender Shares are not irrevocable, and that any all such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Shareholder under this Agreement. Seller The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller The Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Each of the Stockholders hereby irrevocably grants to, and appoints Will▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇appoints, ▇▇ either of them, in their respective capacities as officers of Parent, Siemens and any individual who shall hereafter succeed to any such office of Parentnominee thereof, and each of them individually, Seller's its proxy and attorney-in-fact (with full power of substitution), for and in the name, place place, and stead of Sellersuch Stockholder, to vote such Stockholder's Shares, or grant a consent, waiver or approval in respect of such Stockholder's Shares, in connection with any meeting of the Tender Shares Stockholders of the Company or otherwise, (i) in favor of the Merger and otherwise as the other transactions and actions contemplated by Section 1.2the Merger Agreement, and (ii) against any action or agreement which would impede, interfere with or prevent the Merger, including any Acquisition Transaction other than the Merger. (b) Seller Each of the Stockholders represents that any proxies heretofore given in respect of the Tender Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into Each of the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller Stockholders hereby affirms that the irrevocable proxy set forth in this Section 1.3 6 is irrevocable and is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance performances of the duties of Seller such Stockholder under this Agreement. Seller Each Stockholder hereby further affirms that the irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy in the Shares and, except as set forth in Sec- tion 11 of this Agreement, is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller The Shareholder hereby irrevocably grants to, and appoints Willappoints, MAPICS and Richard Cook, President and Chief Executive Officer of MAPICS, in his ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either officer of them, in their respective capacities as officers of ParentMAPICS, and any individual who shall hereafter succeed to any such office of ParentMAPICS, and each of them individuallyseparately, Sellerthe Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Shareholder, to vote the Tender Shareholder's Shares, or grant a consent or approval in respect of such Shares (i) in favor of the Merger, the execution and delivery of the Merger Agreement and otherwise as approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to a lesser amount of MAPICS Common Stock, and against any Acquisition Proposal, other than transactions permitted by the proviso set forth in Section 1.22.1(b). (b) Seller The Shareholder represents that any proxies heretofore given in respect of the Tender Shares Shareholder's shares that may still be in effect are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 2.3 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Shareholder under this Agreement. Seller The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller The Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 1701.48 of the Delaware General Corporation LawOhio Revised Code.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Seller hereby irrevocably grants to, and appoints Will▇▇▇ ▇. appoints, Guillaume Hannezo and Eric ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇oys, ▇▇ or either of them, in their respective capacities as officers or directors of Parent, and any individual who shall hereafter succeed to any such office or directorship of Parent, and each of them individually, Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Shares in favor of the Merger and other transactions contemplated by the Merger Agreement, against any Acquisition Transaction and otherwise as contemplated by Section 1.2. (bii) Seller represents that any proxies heretofore given in respect of the Tender Shares are not irrevocable, and that any such proxies are hereby revoked. (ciii) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Seller's execution and delivery of this Agreement. Seller hereby affirms that the irrevocable proxy set forth in this Section 1.3 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Each Shareholder hereby irrevocably grants to, and appoints Will▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Richappoints, Parent and Mr. John Haigh in his capacity as an officer of Parent, and any individual ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Sellersuch Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Shareholder, to vote the Tender such Shareholder's Subject Shares, or grant a consent or approval in respect of such Subject Shares in favor connection with any of the Merger matters set forth in Sections 3(a) and otherwise as contemplated by Section 1.23(b). (b) Seller Such Shareholder represents that any proxies heretofore given in respect of the Tender such Shareholder's Subject Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller Such Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 8 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Shareholder under this Agreement. Seller Such Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller Such Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Texas Business Corporation LawAct.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Seller Each Shareholder hereby irrevocably grants to, and appoints Will▇▇▇ ▇. ▇appoints, Parent and ▇▇▇▇▇ ▇▇▇▇▇ Rich(as Chief Executive Officer) and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (as General Counsel), ▇▇ or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Sellersuch Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Shareholder, to vote such Shareholder's Shares, or grant a consent or approval in respect of the Tender Shares in favor of the Merger and otherwise as various transactions contemplated by Section 1.2the Merger Agreement (the "Transactions") and against any Acquisition Proposal. (bii) Seller Each Shareholder represents that any proxies heretofore given in respect of the Tender such Shareholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (ciii) Seller Each Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Sellersuch Shareholder's execution and delivery of this Agreement. Seller Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 3(c) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller such Shareholder under this Agreement. Seller Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller Each Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) Article ▇▇-▇▇-▇▇▇ of the Delaware General Corporation LawTennessee Business Corporations Act.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller hereby irrevocably grants to, and appoints Will▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇David J. Roux and Daniel Coop▇▇▇▇▇, ▇▇ either of them▇▇ther ▇▇ ▇▇▇▇, in their ▇▇ ▇▇▇▇r respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Shares beneficially owned by Seller in favor of the Merger and otherwise as contemplated by Section 1.21.1. (b) Seller represents that any proxies heretofore given in respect of the Tender Shares beneficially owned by Seller are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller hereby affirms that the irrevocable proxy set forth in this Section 1.3 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller hereby irrevocably grants to, and appoints Will▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Seller's proxy and attorney-in-in- fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Shares beneficially owned by Seller in favor of the Merger and otherwise as contemplated by Section 1.21.1. (b) Seller represents that any proxies heretofore given in respect of the Tender Shares beneficially owned by Seller are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller hereby affirms that the irrevocable proxy set forth in this Section 1.3 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Seller The Stockholder hereby irrevocably grants to, and appoints Willappoints, Parent and John ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇Davi▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either of them, in their respective capacities as officers or directors of Parent, and any individual who shall hereafter succeed to any such office or directorship of Parent, and each of them individually, Sellerthe Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Stockholder, to vote the Tender Shares Specified Securities (other than Warrants), and, in the case of Fiskars to vote the Preferred Stock convertible into such Specified Securities, or grant a consent or approval in respect of the Specified Securities, in favor of the Merger and otherwise as various transactions contemplated by Section 1.2the Merger Agreement (the "Transactions") and against any Acquisition Transaction. (bii) Seller The Stockholder represents that any proxies heretofore given in respect of the Tender Shares Stockholder's Option Securities (other than Warrants) are not irrevocable, and that any such proxies are hereby revoked. (ciii) Seller The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Sellerthe Stockholder's execution and delivery of this Agreement. Seller The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 4(c) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Stockholder under this Agreement. Seller The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.interest

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Subject to the termination provision in Section 10 hereof, the Shareholder hereby irrevocably grants to, and appoints Willappoints, ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Richand ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either and each or any of them, in their respective capacities his capacity as officers an officer of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Sellerthe Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Shareholder, to vote the Tender Subject Shares, or grant a consent or approval in respect of the Subject Shares in favor of accordance with the Voting Objectives, including, without limitation, the transactions contemplated by the Merger and otherwise as contemplated by Section 1.2Agreement. (b) Seller The Shareholder represents that any outstanding proxies heretofore given in respect of the Tender Subject Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller The Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Sellerthe Shareholder's execution and delivery of this Agreement. Seller The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 5 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Shareholder under this Agreement. Seller The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revokedrevoked except as provided in Section 10 hereof. Seller The Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 302A.449 of the Delaware General Corporation LawMBCA.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Each Stockholder hereby irrevocably grants to, and appoints Will▇▇Davi▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇ either of them, in their respective capacities as officers of ParentInterpore, and any individual who shall hereafter succeed to any such office their respective offices of ParentInterpore, and each of them individually, Sellersuch Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Stockholder, to vote the Tender Shares such Stockholder's Subject Shares, or grant a consent or approval in respect of such Subject Shares, in favor of adoption of the Merger Agreement and otherwise as the related transactions contemplated by Section 1.2the Merger Agreement. (b) Seller Such Stockholder represents that any proxies heretofore given in respect of the Tender such Stockholder's Subject Shares are not irrevocable, and that any all such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Stockholder under this Agreement. Seller Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest interest, and may under no circumstances be revoked. Seller Such Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation LawLaw (the "DGCL").

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Each Stockholder hereby irrevocably grants to, and appoints Willappoints, K▇▇▇▇ ▇. ▇▇▇▇▇▇ and D▇▇▇ Rich▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Seller's as such Stockholder’s proxy and attorney-in-fact (with full power of substitutionsubstitution and resubstitution), for and in the name, place and stead of Sellersuch Stockholder, to vote the Tender Subject Shares in favor of the Merger Agreement and otherwise as all transactions contemplated by Section 1.2the Merger Agreement and against each matter contemplated by Sections 1.1(b) and (c) hereof; provided that the foregoing proxy shall be effective only in the event that any Stockholder attempts to vote any of the Subject Shares in a manner contrary to this Agreement and any votes by the Stockholders that are contrary to this Agreement shall be void ab initio and have no effect. (b) Seller Each Stockholder represents and warrants that any proxies heretofore given in respect of the Tender Subject Shares are not irrevocablerevocable, and that any such proxies are hereby revoked. (c) Seller Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Seller's such Stockholder’s execution and delivery of this Agreement. Seller Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller such Stockholder under this Agreement. Seller Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revokedrevoked except upon termination of this Agreement in accordance with the terms hereof. Seller Each Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Each Stockholder hereby severally irrevocably grants to, and appoints Willappoints, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇, ▇▇▇▇ either of them▇▇▇▇▇, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office designees of Parent, and each of them individually, Seller's or any of them, such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Stockholder, to vote the Tender all of such Stockholder’s Subject Shares (owned of record) in favor accordance with Section 3 of the Merger and otherwise as contemplated by Section 1.2this Agreement. (b) Seller Each Stockholder represents that any proxies heretofore given in respect of the Tender such Stockholder’s Subject Shares are not irrevocable, irrevocable and that any all such proxies are hereby revoked. (c) Seller Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Seller's such Stockholder’s execution and delivery of this Agreement. Seller Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 4 is given in connection with the execution of the Merger Agreement, Agreement and that such irrevocable proxy is given to secure the performance of the duties of Seller such Stockholder under this Agreement. Seller Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller Such Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such The irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation LawDGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Seller Subject to Section 7, the Stockholder hereby irrevocably grants to, to and appoints Will▇▇Jame▇ ▇. ▇▇▇▇▇ (▇▇ ▇▇▇ RichVice President) and Russ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇ (▇▇ Secretary) or either of them, in their respective capacities as of officers of Parent, and any individual who shall hereafter succeed to any of such office of Parent, and each of them individually, Sellersuch Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Stockholder, to vote such Stockholder's Shares, or grant a consent or approval in respect of the Tender Shares in favor of the Merger and otherwise as various transactions contemplated by Section 1.2the Merger Agreement and against any proposal for Company Acquisition. (bii) Seller Subject to Section 7, the Stockholder represents that any proxies heretofore given in respect of the Tender such Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (ciii) Seller The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Sellerthe Stockholder's execution and delivery of this Agreement. Seller The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 2(b) is given in connection with the execution of the Merger Agreement, Agreement and that such irrevocable proxy is given to secure the performance of the duties of Seller the Stockholder under this Agreement. Seller The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and and, except as provided under Section 7, may under no circumstances be revoked. Seller The Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause and caused to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions terms of Section 212(e) this Agreement prior to termination of the Delaware General Corporation Lawthis Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller The Shareholder hereby irrevocably grants to, and appoints Willappoints, Parent and Mich▇▇▇ ▇. ▇▇▇▇, ▇▇ch▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Kenn▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Sellerthe Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Shareholder, to vote the Tender Shares Shares, or grant a consent or approval in respect of the Shares, in favor of adoption of the Merger and otherwise as contemplated by Section 1.2Agreement. (b) Seller The Shareholder represents that any proxies heretofore given in respect of the Tender Shares are not irrevocable, and that any all such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Shareholder under this Agreement. Seller The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller The Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller The Parent hereby irrevocably grants to, and appoints Willappoints, the Company and Jay L. Essa, Chief Executive Officer of the Company, and David R. Pearc▇▇▇ ▇. ▇, ▇▇▇▇▇ ▇▇▇ Richnancial Officer of the Company, in their respe▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either of them, in their respective capacities s as officers of Parentthe Company, and any individual who shall hereafter succeed to any such office of Parentthe Company, and each of them individually, Seller's the proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Option Share Purchaser, to vote the Tender Shares Option Shares, or grant a consent or approval in favor respect of the Merger and otherwise Option Shares as contemplated by provided in Section 1.24. (b) Seller The Parent represents that any proxies heretofore given in respect of the Tender Option Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that The Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller hereby affirms that the irrevocable proxy set forth in this Section 1.3 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Parent and any other Option Share Holder under this Agreement. Seller The Parent hereby further affirms that the irrevocable proxy is coupled with an interest sufficient in law to support an irrevocable power and may under no circumstances be revoked. Seller The Parent hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 41 of the Delaware General Massachusetts Business Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Without limiting each Shareholder’s right to vote its Subject Shares in its sole discretion with respect to Unrelated Matters, each Shareholder hereby irrevocably grants to, and appoints Willappoints, the Buyer and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇, ▇▇▇▇ either of them, in their respective capacities as officers designees of Parentthe Buyer, and any individual who shall hereafter succeed to any such office of Parentthe Buyer, and each of them individually, Seller's such Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Shareholder, to vote such Shareholder’s Subject Shares, or grant a consent or approval in respect of such Subject Shares, in accordance with, and subject to the Tender Shares limitations of, Sections 3(a)(i) and 3(a)(ii). The proxy set forth in favor this Section 4 shall terminate automatically without any further action by any party hereto upon the termination of the Merger and otherwise as contemplated by Section 1.2Agreement or this Agreement in accordance with their respective terms. (b) Seller Each Shareholder represents that any proxies heretofore given in respect of the Tender such Shareholder’s Subject Shares are not irrevocable, and that any all such proxies have been heretofore or are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller Each Shareholder hereby affirms that the irrevocable proxy set forth granted in this Section 1.3 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller such Shareholder under this Agreement. Seller Each Shareholder hereby further affirms that the such irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller Each Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Until the termination of this Agreement, each Stockholder hereby irrevocably grants to, and appoints Will▇appoints, ICO, and Sylv▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇ RichDr. ▇▇▇▇▇ ▇. P▇▇▇▇▇▇▇▇, ▇▇ either any one or more of them, in their respective capacities as officers of ParentICO, and any individual who shall hereafter succeed to any such office of ParentICO, and each of them individually, Sellersuch Stockholder's proxy and attorney-in-fact (with full power of substitution), ) for and in the name, place and stead of Sellersuch Stockholder, to vote the Tender Shares such Stockholder's Shares, or grant a consent or 3 - 3 - approval in respect of such Shares, in favor of the Merger Transactions and otherwise as contemplated by Section 1.2against any Competing Transaction. (b) Seller Such Stockholder represents that any proxies heretofore given in respect of the Tender such Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller Such Stockholder understands and acknowledges that Parent ICO is entering into the Merger Agreement in reliance, among other things, reliance upon Sellersuch Stockholder's execution and delivery of this Agreement. Seller Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Stockholder under this Agreement. Seller Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller Such Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 14A:5-19 of the Delaware General New Jersey Business Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller hereby irrevocably grants to, and appoints Will▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Seller's proxy and attorney-in-in- fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Shares in favor of the Merger and otherwise as contemplated by Section 1.2. (b) Seller represents that any proxies heretofore given in respect of the Tender Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller hereby affirms that the irrevocable proxy set forth in this Section 1.3 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Each Stockholder hereby severally irrevocably grants to, and appoints Willappoints, G▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇, W▇▇, ▇▇▇▇ either of them▇▇▇▇▇ or R▇▇▇▇▇▇ ▇▇▇▇▇, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office designees of Parent, and each of them individually, Seller's or any of them, such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Stockholder, to vote the Tender all of such Stockholder’s Subject Shares (owned of record) in favor accordance with Sections 3(a) and (b) of the Merger and otherwise as contemplated by Section 1.2this Agreement. (ba) Seller Each Stockholder represents that any proxies heretofore given in respect of the Tender such Stockholder’s Subject Shares are not irrevocable, irrevocable and that any all such proxies are hereby revoked. (cb) Seller Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Seller's such Stockholder’s execution and delivery of this Agreement. Seller Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 4 is given in connection with the execution of the Merger Agreement, Agreement and that such irrevocable proxy is given to secure the performance of the duties of Seller such Stockholder under this Agreement. Seller Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller Such Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such The irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e607.0722(5) of the Delaware General Corporation LawFBCA.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller 3.1 Each Stockholder hereby irrevocably grants to, and appoints Will▇▇▇ ▇. ▇appoints, Parent, ▇▇▇▇▇ ▇▇▇▇▇▇ Richor ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either of them, in their respective capacities as officers of Parent, and any other individual who shall hereafter succeed to any such office of be designated by Parent, and each of them individually, Seller's such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Stockholder, to vote such Stockholder’s Shares, or grant a consent or approval in respect of such Shares, at any meeting of shareholders of the Tender Shares Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought in favor of the Merger, the execution and delivery of the Merger Agreement and otherwise as approval of the terms thereof, and each of the other transactions contemplated by Section 1.2the Merger Agreement. (b) Seller 3.2 Such Stockholder represents that any proxies heretofore given in respect of the Tender such Stockholder’s Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller 3.3 Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 3 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Stockholder under this Agreement. Seller Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller Such Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 78.355 of the Delaware General Corporation LawNevada Revised Statutes (“NRS”).

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Seller hereby irrevocably grants to, and appoints Willappoints, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇ Rich▇▇▇ ▇▇. ▇▇▇▇▇▇▇, ▇▇ or either of them, in their respective capacities as officers or directors of Parent, and any individual who shall hereafter succeed to any such office or directorship of Parent, and each of them individually, Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Shares in favor of the Merger and other transactions contemplated by the Merger Agreement, against any Acquisition Transaction and otherwise as contemplated by Section 1.2. (bii) Seller represents that any proxies heretofore given in respect of the Tender Shares are not irrevocable, and that any such proxies are hereby revoked. (ciii) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Seller's execution and delivery of this Agreement. Seller hereby affirms that the irrevocable proxy set forth in this Section 1.3 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Subject to Section 7, each Shareholder hereby irrevocably grants to, and appoints Will▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Richappoints, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ either ▇▇▇▇▇▇, or any one of them, in their respective capacities as officers of ParentAlvarion, and any individual who shall hereafter succeed to any such office of ParentAlvarion, and each of them individually, Seller's as such Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Shareholder, to vote the Tender Interwave Shares held at the time of the relevant stockholder vote in favor of the Merger transactions contemplated by the Amalgamation Agreement and otherwise as contemplated by in the manner set forth in Section 1.22 hereof. The grant shall be automatically revoked and of no further force and effect from and after the Expiration Date. (b) Seller Each Shareholder represents that any proxies heretofore given in respect of the Tender such Shareholder’s Interwave Shares are not irrevocable, and that any such proxies are hereby revokedrevoked prior to the Expiration Date. (c) Seller Each Shareholder understands and acknowledges that Parent Alvarion is entering into the Merger Amalgamation Agreement in reliance, among other things, reliance upon Seller's the Shareholder’s execution and delivery of this Agreement. Seller The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 3 is given in connection with the execution of the Merger Amalgamation Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Shareholder under this Agreement. Seller The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and and, subject to Section 7, may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Seller hereby irrevocably grants to, and appoints Willappoints, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Richand ▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇, ▇▇ or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Shares in favor of the Merger and other transactions contemplated by the Merger Agreement, against any Acquisition Transaction and otherwise as contemplated by Section 1.2. (bii) Seller represents that any proxies heretofore given in respect of the Tender Shares are not irrevocable, and that any such proxies are hereby revoked. (ciii) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Seller's execution and delivery of this Agreement. Seller hereby affirms that the irrevocable proxy set forth in this Section 1.3 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Seller In accordance with the agreement to vote Shares set forth in paragraph 2(a) of this Agreement, and subject to the proviso contained therein, each Stockholder hereby irrevocably grants to, and appoints Will▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇appoints, ▇▇ either Buyer or any designee of themBuyer the Stockholder’s lawful agent, in their respective capacities as officers of Parent, attorney and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Stockholder, to vote the Tender Shares Shares, or grant a consent or approval in respect of the Shares, (A) in favor of the Merger Purchase Agreement, the Asset Purchase and otherwise the transactions contemplated thereby and (B) against any Alternative Proposal. Each Stockholder will take such further action or execute such other instruments as contemplated by Section 1.2may be necessary to effectuate the intent of this proxy. (bii) Seller Each Stockholder represents that any proxies heretofore given in respect of the Tender Stockholder’s Shares are not irrevocable, and that any such proxies are hereby revoked. (ciii) Seller Each Stockholder understands and acknowledges that Parent Buyer is entering into the Merger Purchase Agreement in reliance, among other things, reliance upon Seller's such Stockholder’s execution and delivery of this Agreement. Seller Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 2(c) is given in connection with the execution of the Merger Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller such Stockholder under this Agreement. Seller Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller Each Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable The proxy contained herein with respect to shares of Company Common Stock is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Lawirrevocable.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Shareholder hereby irrevocably grants to, and appoints Willappoints, each of ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either of them, in their respective capacities as officers of Parent, and any other individual who shall hereafter succeed to any such office of be designated by Parent, and each of them individuallythem, Seller's Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of SellerShareholder, to vote the Tender Shares Subject Shares, or grant a consent or approval in respect of such Shares, at any meeting of shareholders of the Company or at any adjournment thereof or in any other circumstances upon which the vote, consent or other approval of the Company’s shareholders is sought, (i) in favor of the approval of the Merger Agreement and the Merger and otherwise as other transactions contemplated by Section 1.2the Merger Agreement and (ii) against any Alternative Transaction or Frustrating Transaction. (b) Seller Shareholder shall, as soon as reasonably practicable following the grant of such an irrevocable proxy under Section 7(a), provide the Company’s secretary or any of its officers with a copy of such proxy. (c) Shareholder represents that any proxies heretofore given in respect of the Tender such Subject Shares are not irrevocable, and that any such proxies are hereby revoked. (cd) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 7 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller Shareholder under this Agreement. Seller Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact may lawfully do or cause , subject to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law5.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller The Shareholder hereby irrevocably grants to, and appoints Willappoints, Buyer and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇, President of Buyer, and ▇▇▇▇▇▇▇ Rich▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ either Executive Vice President, Treasurer and Secretary of themBuyer, in their respective capacities as officers of ParentBuyer, and any individual who shall hereafter succeed to any such office of ParentBuyer, and each of them individually, Sellerthe Shareholder's proxy and attorney-in-fact (with full frill power of substitution), for and in the name, place and stead of Sellerthe Shareholder, to vote the Tender Shareholder's Shares, or grant a consent or approval in respect of such Shareholder's Shares (i) in favor of the Merger, the execution and delivery of the Merger Agreement and otherwise as approval of the terms thereof and each of the other transactions contemplated by Section 1.2the Merger Agreement and (ii) against any Competing Transaction. (b) Seller The Shareholder represents that any proxies heretofore given in respect of the Tender Shares Shareholder's shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Shareholder under this Agreement. Seller The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller The Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. hereof Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 302A.449 of the Delaware General Minnesota Business Corporation LawAct.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Without limiting each Shareholder's right to vote its Subject Shares in its sole discretion with respect to Unrelated Matters, each Shareholder hereby irrevocably grants to, and appoints Willappoints, the Buyer and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇, ▇▇▇▇ either of them, in their respective capacities as officers designees of Parentthe Buyer, and any individual who shall hereafter succeed to any such office of Parentthe Buyer, and each of them individually, Sellersuch Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Shareholder, to vote such Shareholder's Subject Shares, or grant a consent or approval in respect of such Subject Shares, in accordance with, and subject to the Tender Shares limitations of, Sections 3(a)(i) and 3(a)(ii). The proxy set forth in favor this Section 4 shall terminate automatically without any further action by any party hereto upon the termination of the Merger and otherwise as contemplated by Section 1.2Agreement or this Agreement in accordance with their respective terms. (b) Seller Each Shareholder represents that any proxies heretofore given in respect of the Tender such Shareholder's Subject Shares are not irrevocable, and that any all such proxies have been heretofore or are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller Each Shareholder hereby affirms that the irrevocable proxy set forth granted in this Section 1.3 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller such Shareholder under this Agreement. Seller Each Shareholder hereby further affirms that the such irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller Each Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Each Stockholder hereby severally irrevocably grants to, and appoints Willappoints, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇, ▇▇▇▇ either of them▇▇▇▇▇, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office designees of Parent, and each of them individually, Selleror any of them, such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Stockholder, to vote the Tender all of such Stockholder's Subject Shares (owned of record) in favor accordance with Section 3 of the Merger and otherwise as contemplated by Section 1.2this Agreement. (b) Seller Each Stockholder represents that any proxies heretofore given in respect of the Tender such Stockholder's Subject Shares are not irrevocable, irrevocable and that any all such proxies are hereby revoked. (c) Seller Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, reliance upon Sellersuch Stockholder's execution and delivery of this Agreement. Seller Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 4 is given in connection with the execution of the Merger Agreement, Agreement and that such irrevocable proxy is given to secure the performance of the duties of Seller such Stockholder under this Agreement. Seller Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller Such Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such The irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation LawDGCL.