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

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder hereby irrevocably grants to, and appoints, Parent and any individual designated in writing by Parent, and each of them individually, such Shareholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect of such Shareholder’s Subject Shares, in a manner consistent with the provisions of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this Agreement. (b) Each Shareholder hereby represents that any proxies heretofor given in respect of such Shareholder’s Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D of the LBCA.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder hereby irrevocably grants to, and appoints, appoints Parent and any individual designated in writing by Parent, and each of them individually, such Shareholder’s as its proxy and attorney-in-fact (with full power of substitution and re-substitution), for and to vote or, as applicable, cause or direct to be voted (including by proxy, if applicable), the Shares in the name, place and stead of such Shareholder, to attend any meeting of the shareholders of accordance with Section 1.01 above at the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a)Meeting, to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or including any adjournment or postponement thereof, or grant a consent or approval at which any of the matters described in respect Section 1.01 above is to be considered, in each case prior to the Termination Date; provided, however, that such irrevocable proxy shall be effective (automatically and without any further action by any of the parties hereto) only upon written notice from Parent to Shareholder no later than five (5) business days prior to the Company Shareholder Meeting notifying Shareholder of Parent’s election to effect the proxy described in this Section 1.02 (the “Parent Proxy Election”), it being understood that Shareholder may exercise voting rights in the ordinary course prior to such Shareholder’s Subject Shares, notice in a manner consistent with Section 1.01. Shareholder represents that all proxies, powers of attorney, instructions or other requests given by Shareholder prior to the provisions of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination execution of this AgreementAgreement in respect of the voting of any of the Shares, if any, are not irrevocable. Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (b) Each Shareholder hereby represents that any proxies heretofor given in respect of affirms that, if the Parent Proxy Election is made pursuant to Section 1.02(a), such Shareholder’s Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder under this Agreement. Each Shareholder hereby further affirms that the such irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable during the term of this Agreement. If for any reason any proxy granted herein is not irrevocable, then Shareholder agrees to vote the Shares in accordance with Section 1.01 above. The parties hereto agree that the provisions of foregoing is a voting agreement. (c) The proxy granted by each Shareholder in this Section 1-722.D 1.02 shall automatically terminate without any further action required by any person upon termination of the LBCAAgreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder From and after the date hereof until the Expiration Date, each Stockholder hereby irrevocably and unconditionally grants to, and appoints, Parent and any individual designated in writing by Parent, and each of them individually, its executive officers or other designees as such ShareholderStockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect vote or cause to the matters set forth be voted (including by proxy or written consent, if applicable) its Securities in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect of such Shareholder’s Subject Shares, in a manner consistent accordance with the provisions of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this AgreementRequired Votes. (b) Each Shareholder Stockholder hereby represents that revokes any proxies heretofor heretofore given in respect of such Shareholder’s Subject Shares the Securities, if any, are not irrevocable, and that all such proxies are hereby revokedrevocable. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 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 such Shareholder Stockholder under this Agreement; provided, that each Stockholder’s grant of the proxy contemplated by this Section 1.2 shall only entitle Parent or its designee to vote such Stockholder’s Securities in accordance with the Required Votes, and each Stockholder shall retain the authority to vote its Securities on all other matters. Each Shareholder Stockholder hereby further affirms that the irrevocable proxy set forth in this Section 1.2 is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy and, except upon the occurrence of the Expiration Date, is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D of the LBCAirrevocable.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Without in any way limiting Stockholder’s right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval (including by written consent), Stockholder hereby irrevocably grants to, and appoints, Parent and ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in their respective capacities as designees of Parent, and any individual designated in writing by who shall hereafter succeed to any such office of Parent, and each of them individually, such ShareholderStockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholdervote Stockholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, in a manner consistent with accordance with, and subject to the provisions of Section 3(alimitations of, Sections 3(a)(i) and 3(a)(ii). The proxy granted set forth in this Section 4 shall expire terminate automatically without any further action by any party hereto upon the termination of the Merger Agreement or this AgreementAgreement in accordance with their respective terms. (b) Each Shareholder hereby Stockholder represents that any proxies heretofor heretofore given in respect of such ShareholderStockholder’s Subject Shares are not irrevocable, and that all such proxies have been heretofore or are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth granted in this Section 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 such Shareholder Stockholder under this Agreement. Each Shareholder Stockholder hereby further affirms that the such irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 212(e) of the LBCADGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder hereby irrevocably grants to, and appoints, appoints Parent and any individual designated in writing by Parent, and each of them individually, such Shareholder’s designee thereof as its proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the nameto vote or cause to be voted (including by proxy, place and stead of such Shareholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include if applicable) such Shareholder’s Subject Shares Securities in any computation for purposes of establishing a quorum accordance with Section 1.1 above at any such the Shareholders’ Meeting or other annual or special meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered, in each case prior to the Expiration Time. Each Shareholder represents that all proxies, powers of attorney, instructions or grant a consent or approval other requests given by such Shareholder prior to the execution of this Agreement in respect of the voting of such Shareholder’s Subject SharesSecurities, in a manner consistent if any, are not irrevocable and each Shareholder hereby revokes 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 may be necessary to effectuate the provisions of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination intent of this Agreementproxy. (b) Each Shareholder hereby represents that any proxies heretofor given in respect of such Shareholder’s Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 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 such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each 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 prior to the provisions of Section 1-722.D of Expiration Time. The parties hereto agree that the LBCAforegoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder The Stockholder hereby irrevocably grants toagrees that the Stockholder will vote, and appointsor cause to be voted, Parent and any individual designated in writing by Parentall of his, and each of them individually, such Shareholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in her or its Shares at the name, place and stead of such Shareholder, to attend any 2016 annual meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders stockholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect favor of such Shareholderthe individuals nominated by Acquisition Sub to the Company’s Subject Shares, in a manner consistent with the provisions board of Section 3(a)directors. The proxy granted Stockholder shall use his, her or its commercially reasonable efforts to ensure that, during the Term, any other Person having voting power with respect to any of his, her or its Shares will vote any such Shares in this Section 4 shall expire upon favor of the termination of this Agreementmatter described in the preceding sentence. (b) Each Shareholder The Stockholder hereby represents that revokes (or agrees to cause to be revoked) any and all previous proxies heretofor given granted with respect to the Shares as they relate to the matter set forth in Section 1(a). By entering into this Agreement, the Stockholder hereby grants a proxy appointing Parent as the Stockholder’s attorney-in-fact and proxy, with full power of substitution, for and in the Stockholder’s name, to vote, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1(a) as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect of such Shareholder’s Subject Shares are not irrevocable, and that all such proxies are hereby revokedto the Shares. (c) Each Shareholder The Stockholder hereby affirms that the irrevocable proxy set forth in granted by the Stockholder pursuant to this Section 4 1 is given irrevocable and is granted in connection with the execution consideration of Parent and Acquisition Sub entering into this Agreement, the Merger Agreement, Agreement and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this AgreementStockholder Rights Agreement and incurring certain related fees and expenses. Each Shareholder The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do and, except as set forth in this Section 1 or cause to be done by virtue hereof. Each such irrevocable proxy in Section 5, is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 212 of the LBCADGCL. If, during the Term, for any reason the proxy granted herein is not irrevocable, then the Stockholder agrees that it shall vote his, her or its Shares in accordance with Section 1(a) as instructed by Parent in writing. The parties agree that the foregoing shall be a voting agreement created under Section 218 of the DGCL. (d) Parent hereby acknowledges and agrees that the proxy set forth in this Section 1 shall not be exercised to vote, consent or act on any matter except as specifically contemplated by Section 1(a), and Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in Section 1(a). The proxy set forth in this Section 1 shall be revoked, terminated and of no further force or effect automatically without further action of any party upon the termination of this Agreement. Additionally, the proxy set forth in this Section 1 will cease to apply to any Shares Transferred pursuant to Section 4(b)(i) or Section 4(b)(ii) to the extent (but only to the extent) that the Stockholder no longer has the right to vote such Shares. The power of attorney granted herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Stockholder.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each The Shareholder hereby irrevocably grants to, and appoints, Parent and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, and any other individual who shall hereafter be designated in writing by Parent, the Shareholder's proxies and each of them individually, such Shareholder’s proxy and attorneyattorneys-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such the Shareholder, to attend any meeting of vote the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof's Shares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, at any meeting of shareholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, against (i) any Company Takeover Proposal and (ii) any amendment of the Company's Articles of Incorporation or Bylaws or other proposal or transaction (including any consent solicitation to remove or elect any directors of the Company) involving the Company or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify, or result in a manner consistent breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to, the provisions Offer, the Merger, the Merger Agreement or any of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this other transactions contemplated by the Merger Agreement. (b) Each The Shareholder hereby represents that any proxies heretofor heretofore given in respect of such the Shareholder’s Subject 's Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 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 such the Shareholder under this Agreement. Each The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each The Shareholder hereby ratifies and confirms all that the holders of such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 60.231 of the LBCAOregon Business Corporation Act (the "Corporation Law").

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each From and after the date hereof until the Expiration Date, each Shareholder hereby irrevocably and unconditionally grants to, and appoints, Parent and any individual designated in writing by Parent, and each of them individually, designee thereof as such Shareholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution)) in accordance with Section 705(e) of the California General Corporation Law, for and in the name, place and stead of such Shareholder, to attend any meeting vote or cause to be voted (including by proxy or written consent, if applicable) the Shares owned by such Shareholder as of the shareholders applicable record date in accordance with the Required Votes; provided that each Shareholder’s grant of the proxy contemplated by this Section 1.2 shall be effective if, and only if, such Shareholder has not delivered to the Company on behalf 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 Shares of such Shareholder be voted in accordance with respect the Required Votes; provided, further, that any grant of such proxy shall only entitle Parent or its designee to vote on the matters set forth in specified by Section 3(a1.1(ii), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of and each Shareholder shall retain the shareholders of the Company, and authority to vote on all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect of such Shareholder’s Subject Shares, in a manner consistent with the provisions of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this Agreementother matters. (b) Each Shareholder hereby represents that any proxies heretofor heretofore given in respect of such Shareholder’s Subject Shares the Shares, if any, are not irrevocablerevocable, and that hereby revokes all such proxies are hereby revokedproxies. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 1.2, if it becomes effective, is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder The parties hereby further affirms affirm that the irrevocable proxy proxy, if it becomes effective, is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable until the Expiration Date, at which time it will terminate automatically, and any underlying appointment shall automatically be revoked and rescinded and of no force and effect, in each case without further action by any party. The proxy granted by the Shareholders herein shall survive the dissolution, bankruptcy, death or incapacity of any Shareholder. If for any reason any proxy granted herein is not irrevocable after it becomes effective, then the Shareholder granting such proxy agrees, until the Expiration Date, to vote, or to cause the holder of record on any applicable record date to vote, the Shares in accordance with the provisions of Section 1-722.D of Required Votes. The parties agree that the LBCAforegoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder The Stockholder hereby irrevocably grants to, and appoints, appoints Parent and any individual designated in writing by designee of Parent, and each of them individually, such Shareholderthe Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitutionor resubstitution), for and in the name, place and stead of such Shareholderthe Stockholder, to attend any meeting vote (or cause to be voted) or act by written consent the Stockholder Shares held at the time of the shareholders of the Company on behalf of the Shareholder with respect to the matters relevant stockholder vote as set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect of such Shareholder’s Subject Shares, in a manner consistent with the provisions of Section 3(a)2 hereof. The proxy granted Stockholder will cause any record holder of Stockholder Shares to grant substantially similar proxies as requested in this accordance with Section 4 shall expire upon the termination of this Agreement8(e) hereof. (b) Each Shareholder hereby The Stockholder represents that any proxies heretofor heretofore given in respect of such Shareholder’s Subject the Stockholder Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 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 such Shareholder the Stockholder under this Agreement. Each Shareholder The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 212(e) of the LBCADelaware General Corporation Law (the “DGCL”). The power of attorney granted by each Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder hereby irrevocably grants to, and appoints, appoints Parent and any individual designated in writing by Parent, and each of them individually, such Shareholder’s designee thereof as its proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the nameto vote or cause to be voted (including by proxy or written resolution, place and stead of such Shareholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include if applicable) such Shareholder’s Subject Shares Securities in any computation for purposes of establishing a quorum accordance with Section 1.01 hereof at any such the Shareholders’ Meeting or other annual or special meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.01 hereof above is to be considered, in each case prior to the Expiration Time. Each Shareholder represents that all proxies, powers of attorney, instructions or grant a consent or approval other requests given by such Shareholder prior to the execution of this Agreement in respect of the voting of such Shareholder’s Subject SharesSecurities, in a manner consistent if any, are not irrevocable and 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 may be necessary to effectuate the provisions of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination intent of this Agreementproxy. (b) Each Shareholder hereby represents that any proxies heretofor given in respect of such Shareholder’s Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 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 the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy and, except as set forth in this Section 1.02, 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 1.01 hereof prior to the provisions of Section 1-722.D of Expiration Time. The parties hereto agree that the LBCAforegoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, and any other individual who shall hereafter be designated in writing by Parentthe Company, and each of them individually, such ShareholderStockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholdervote Stockholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, at any meeting of stockholders of Earthstone or at any adjournment thereof or in a manner consistent with any other circumstances upon which their vote, consent or other approval is sought, in favor of the provisions Exchange, the Contribution Agreement Share Issuance, the adoption by Earthstone of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination Exchange Agreement and the approval of this the other transactions contemplated by the Exchange Agreement or the Contribution Agreement. (b) Each Shareholder hereby Stockholder represents that any existing proxies heretofor given in respect of such ShareholderStockholder’s Subject Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 is given in connection with the execution of the Merger Exchange Agreement and the Contribution Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder Stockholder under this Agreement. Each Shareholder 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. Each Shareholder Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such 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 1-722.D of the LBCA7 herein.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent and any other individual designated in writing by Parent, and each of them individually, such ShareholderStockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such ShareholderStockholder’s Subject Shares at any meeting of shareholders stockholders of the Company or any adjournment or postponement thereof, or grant a consent or (i) in favor of the adoption of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement in respect of such Shareholder’s Subject Shares, in a manner consistent accordance with the provisions terms of Section 3(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; provided, that with respect to any Subject Shares that are Transferred pursuant to the last sentence of Section 3(e), the proxy granted in this Section 4 shall terminate upon the consummation of such permitted Transfer. (b) Each Shareholder hereby Stockholder represents that any proxies heretofor heretofore given in respect of such ShareholderStockholder’s Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder Stockholder under this Agreement. Each Shareholder Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 212(e) of the LBCADGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Without in any way limiting Shareholder’s right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to a Shareholder vote, consent or other approval (including by written consent), Shareholder hereby irrevocably grants to, and appoints, Parent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in their respective capacities as designees of Parent, and any individual designated in writing by who shall hereafter succeed to any such office of Parent, and each of them individually, such Shareholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such vote Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, in a manner consistent with accordance with, and subject to the provisions of Section 3(alimitations of, Sections 3(a)(i) and 3(a)(ii). The proxy granted set forth in this Section 4 shall expire terminate automatically without any further action by any party hereto upon the termination of the Merger Agreement or this AgreementAgreement in accordance with their respective terms. (b) Each Shareholder hereby represents that any proxies heretofor heretofore given in respect of such Shareholder’s Subject Shares are not irrevocable, and that all such proxies have been heretofore or are hereby revoked. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth granted in this Section 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 such Shareholder under this Agreement. Each Shareholder hereby further affirms that the such irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 7.22 of the LBCAVBCA. The irrevocable proxy granted hereby shall terminate and be of no further force or effect upon the termination of this Agreement pursuant to Section 7.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent ▇▇▇▇ ▇▇▇▇▇▇, and any other individual who shall hereafter be designated in writing by Parent, and each of them individually, such ShareholderStockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include vote such ShareholderStockholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, at any meeting of Stockholders of the Company or at any adjournment thereof or in a manner consistent with any other circumstances upon which their vote, consent or other approval is sought, in favor of the provisions Merger, the adoption by the Company of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination Merger Agreement and the approval of this Agreementthe other transactions contemplated by the Merger Agreement and against any Alternative Transaction or Frustrating Transaction. (b) Each Shareholder hereby Stockholder represents that any proxies heretofor heretofore given in respect of such ShareholderStockholder’s Subject Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder Stockholder under this Agreement. Each Shareholder Such 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. Each Shareholder Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 212(e) of the LBCAGeneral Corporation Law of the State of Delaware. Such irrevocable proxy shall be valid until the termination of this Agreement pursuant to Section 7 herein.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent and any other individual designated in writing by Parent, and each of them individually, such ShareholderStockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such ShareholderStockholder’s Subject Shares at any meeting of shareholders stockholders of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect of such ShareholderStockholder’s Subject Shares, (i) in a manner consistent favor of the adoption of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement, (ii) against any Vote-Down Matter and (iii) otherwise in accordance with the provisions Section 3 of Section 3(a)this Agreement. The proxy granted in this Section 4 shall expire upon the termination expiration of all rights of Parent and Sub under Section 3 of this Agreement. (b) Each Shareholder hereby Stockholder represents that any proxies heretofor heretofore given in respect of such ShareholderStockholder’s Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder Stockholder under this Agreement. Each Shareholder Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 212(e) of the LBCADGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and any other individual who shall hereafter be designated in writing by Parent, and each of them individually, such ShareholderStockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include vote such ShareholderStockholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, at any meeting of Stockholders of the Company or at any adjournment thereof or in a manner consistent with any other circumstances upon which their vote, consent or other approval is sought, in favor of the provisions Merger, the adoption by the Company of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination Merger Agreement and the approval of this Agreementthe other transactions contemplated by the Merger Agreement and against any Alternative Transaction or Frustrating Transaction. (b) Each Shareholder hereby Stockholder represents that any proxies heretofor heretofore given in respect of such ShareholderStockholder’s Subject Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder Stockholder under this Agreement. Each Shareholder Such 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. Each Shareholder Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with applicable Law (including the provisions of Section 1▇-722.D ▇▇▇-▇▇▇ of the LBCAColorado Business Corporation Act). Such irrevocable proxy shall be valid until the termination of this Agreement pursuant to Section 7 herein.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and any other individual who shall hereafter be designated in writing by Parent, and each of them individually▇▇▇▇▇, such ShareholderStockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include vote such ShareholderStockholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, at any meeting of stockholders of Yuma or at any adjournment thereof or in a manner consistent any other circumstances upon which their vote, consent or other approval is sought, in favor of the Merger, the adoption by Yuma of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement, in accordance with the provisions of terms hereof, but subject in all respects to Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this Agreement7. (b) Each Shareholder hereby Stockholder represents that any existing proxies heretofor given in respect of such ShareholderStockholder’s Subject Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder Stockholder under this Agreement. Each Shareholder Such 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. Each Shareholder Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such 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 1-722.D of the LBCA7 herein, at which time such irrevocable proxy shall terminate.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder hereby irrevocably grants to, and appoints, Parent S▇▇ ▇. ▇▇▇▇▇, and any other individual who shall hereafter be designated in writing by Parent, and each of them individuallythe Company, such Shareholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include vote such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, at any meeting of shareholders of Pyramid or at any adjournment thereof or in a manner consistent with any other circumstances upon which their vote, consent or other approval is sought, in favor of the provisions Merger, the adoption by Pyramid of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination Merger Agreement and the approval of this the other transactions contemplated by the Merger Agreement. (b) Each Shareholder hereby represents that any existing proxies heretofor given in respect of such Shareholder’s Subject Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder under this Agreement. Each Such Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, subject to Section 7 herein. Each Such Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such 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 1-722.D of the LBCA7 herein.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each During the Support Period, each Shareholder hereby irrevocably and unconditionally grants to, and appoints, Parent ABCB and any individual designated in writing by Parent, and each of them individually, designee thereof as such Shareholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholder, to attend any meeting vote or cause to be voted (including by proxy or written consent, if applicable) the Owned Shares owned by such Shareholder as of the shareholders applicable record date in accordance with Section 3 of this Agreement, and each Shareholder shall retain the authority to vote on all other matters; provided, however, that each Shareholder’s grant of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect of such Shareholder’s Subject Shares, in a manner consistent with the provisions of Section 3(a). The proxy granted in contemplated by this Section 4 shall expire upon be effective if, and only if, such Shareholder has not delivered to FSC prior to the termination meeting at which any of the matters described in Section 3 are to be considered, a duly executed irrevocable proxy card directing that the Owned Shares of such Shareholder be voted in accordance with Section 3 of this Agreement. (b) Each Shareholder hereby represents that any proxies heretofor given in respect of such Shareholder’s Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) . Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 4, if it becomes effective, is coupled with an interest and is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder The parties hereby further affirms affirm that the irrevocable proxy proxy, if it becomes effective, is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable until the end of the Support Period, at which time it will terminate automatically. If for any reason any proxy granted herein is not irrevocable after it becomes effective, then the Shareholder granting such proxy agrees, until the end of the Support Period, to vote the Owned Shares in accordance with Section 3 of this Agreement. The parties agree that the provisions foregoing is a voting agreement. Notwithstanding anything contained herein to the contrary, this proxy shall automatically terminate and be revoked upon the termination of Section 1-722.D of the LBCAthis Agreement in accordance with its terms.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent Parent, and any individual designated in writing by Parent, and each of them individually, such ShareholderStockholder’s proxy and attorney-in-fact attorney‑in‑fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such ShareholderStockholder’s Subject Shares at any meeting of shareholders stockholders of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect of such ShareholderStockholder’s Subject Shares, in a manner consistent with the provisions of Section 3(a3(a)-(b); provided, that with respect to any Subject Shares that are Transferred pursuant to Section 3(d), the proxy granted in this Section 4 shall terminate upon the consummation of such permitted Transfer. The proxy granted in this Section 4 shall expire upon the termination of this Agreement. (b) Each Shareholder hereby Stockholder represents that any proxies heretofor heretofore given in respect of such ShareholderStockholder’s Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder Stockholder under this Agreement. Each Shareholder Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 212(e) of the LBCADGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder hereby irrevocably grants to, and appoints, Parent and any individual designated in writing by Parent, and each of them individually, appoints the Buyer such Shareholder’s 's proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholder, to attend any meeting vote such Shareholder's shares of Common Stock to approve and vote in favor of the shareholders of Merger Agreement and the Company on behalf of transactions contemplated by the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the CompanyMerger Agreement, and to vote all of such Shareholder’s Subject Shares at against any meeting of shareholders of Acquisition Proposal (as defined in the Company or any adjournment or postponement thereof, or grant a consent or approval in respect of such Shareholder’s Subject Shares, in a manner consistent with the provisions of Merger Agreement) and as otherwise contemplated by Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this Agreement.1.. (b) Each Shareholder hereby severally (and not jointly) represents that any proxies heretofor heretofore given in respect of such Shareholder’s Subject Shares 's shares of Common Stock are not irrevocablerevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder severally (and not jointly) understands and acknowledges that the Buyer and the Buyer Subsidiary are entering into the Merger Agreement in reliance upon such Shareholder's execution and delivery of this Agreement. Each Shareholder severally (and not jointly) hereby affirms that the irrevocable proxy set forth in this Section 4 2 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 such Shareholder under this Agreement. Each Shareholder 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 8(f). Each Shareholder severally (and not jointly) hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST AND, IS EXECUTED AND INTENDED TO BE IRREVOCABLE. Each Shareholder shall execute and deliver to the Buyer any proxy cards that such irrevocable proxy is executed and intended Shareholder receives to be irrevocable vote in accordance with the provisions of Section 1-722.D favor of the LBCAconsummation of the Merger. The Buyer 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) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent ▇▇▇▇▇ ▇. ▇▇▇▇, and any other individual who shall hereafter be designated in writing by Parent, and each of them individually, such ShareholderStockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include vote such ShareholderStockholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, at any meeting of Stockholders of Zhone or at any adjournment thereof or in a manner consistent with any other circumstances upon which their vote, consent or other approval is sought, in favor of the provisions Merger, the adoption by Zhone of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination Merger Agreement and the approval of this Agreementthe other transactions contemplated by the Merger Agreement and against any Alternative Transaction or Frustrating Transaction. (b) Each Shareholder hereby Stockholder represents that any proxies heretofor heretofore given in respect of such ShareholderStockholder’s Subject Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder Stockholder under this Agreement. Each Shareholder Such 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. Each Shareholder Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 212(e) of the LBCADGCL. Such irrevocable proxy shall be valid until the termination of this Agreement pursuant to Section 7 herein.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent Parent, Sub and any individual designated in writing by Parent, and each of them individually, such Shareholder’s the Stockholder's proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholderthe Stockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s his, her or its Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or any approval in respect of such Shareholder’s Subject Shares, (i) in a manner consistent favor of the adoption of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement or any Increased Acquisition Proposal, (ii) against any Alternative Acquisition Proposal or other Frustrating Transaction and (iii) otherwise in accordance with the provisions Section 3 of Section 3(a)this Agreement. The proxy granted Stockholder understands and acknowledges that Parent and Sub are entering into the Merger Agreement in this Section 4 shall expire reliance upon the termination Stockholder's execution and delivery of this Agreement. (b) Each Shareholder hereby Stockholder represents that any proxies heretofor given in respect of such Shareholder’s his, her or its Subject Shares are not irrevocable, irrevocable and that all such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder the Stockholder under this Agreement. Each Shareholder The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances and, except as set forth in Section 9 hereof, is intended to be revokedirrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each Shareholder If for any reason the proxy granted herein is not irrevocable, then the Stockholder agrees to vote his, her or its Subject Shares as instructed by Parent in writing. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D of the LBCA.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder During the Support Period, each Stockholder hereby irrevocably and unconditionally grants to, and appoints, Parent Ameris and any individual designated in writing by Parent, and each of them individually, designee thereof as such ShareholderStockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting vote or cause to be voted (including by proxy or written consent, if applicable) the Owned Shares owned by such Stockholder as of the shareholders applicable record date in accordance with Section 3 of this Agreement; provided, however, that each Stockholder’s grant of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect of such Shareholder’s Subject Shares, in a manner consistent with the provisions of Section 3(a). The proxy granted in contemplated by this Section 4 shall expire upon be effective if, and only if, such Stockholder has not delivered to Atlantic prior to the termination meeting at which any of the matters described in Section 3 are to be considered, a duly executed irrevocable proxy card directing that the Owned Shares of such Stockholder be voted in accordance with Section 3 of this Agreement. (b) . Each Shareholder hereby represents that any proxies heretofor given in respect of such Shareholder’s Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 4, if it becomes effective, is coupled with an interest and is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder Stockholder under this Agreement. Each Shareholder The parties hereby further affirms affirm that the irrevocable proxy proxy, if it becomes effective, is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable until the end of the Support Period, at which time it will terminate automatically. If for any reason any proxy granted herein is not irrevocable after it becomes effective, then the Stockholder granting such proxy agrees, until the end of the Support Period, to vote the Owned Shares in accordance with Section 3 of this Agreement. The parties agree that the provisions foregoing is a voting agreement. Notwithstanding anything contained herein to the contrary, this proxy shall automatically terminate and be revoked upon the termination of Section 1-722.D of the LBCAthis Agreement in accordance with its terms.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent ▇▇▇▇ ▇▇▇▇▇ and any other individual who shall hereafter be designated in writing by Parent, and each of them individuallyDome, such ShareholderStockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include vote such ShareholderStockholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, at any meeting of stockholders of PEDEVCO or at any adjournment thereof or in a manner consistent with any other circumstances upon which their vote, consent or other approval is sought, in favor of the provisions Acquisition, the adoption by PEDEVCO of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination Acquisition Agreement and the approval of this the other transactions contemplated by the Acquisition Agreement. (b) Each Shareholder hereby Stockholder represents that any proxies heretofor heretofore given in respect of such ShareholderStockholder’s Subject Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 is given in connection with the execution of the Merger Acquisition Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder Stockholder under this Agreement. Each Shareholder Such 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. Each Shareholder Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such 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 1-722.D of the LBCA7 herein.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder hereby irrevocably grants to, and appoints, Parent Purchaser and any individual designated in writing by Parent, and each of them individuallyPurchaser, such Shareholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s the Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of the Subject Shares, (i) in favor of the approval of the Share Purchase Agreement, the Share Issuance and each of the other transactions and matters contemplated by the Share Purchase Agreement, (ii) against any Frustrating Transaction and (iii) otherwise in accordance with Section 3 of this Agreement. Each Shareholder understands and acknowledges that Purchaser is entering into the Share Purchase Agreement in reliance upon such Shareholder’s Subject Shares, in a manner consistent with the provisions of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination execution and delivery of this Agreement. (b) Each Shareholder hereby represents that any proxies heretofor heretofore given in respect of such Shareholder’s the Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 is given in connection with the execution Share Purchase Agreement, the Share Issuance and each of the Merger other transactions and matters contemplated by the Share Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of the Certificate of Incorporation, the By-laws and Section 1-722.D 212 of the LBCADelaware General Corporation Law. (d) The proxy granted in this Section 4 shall automatically expire upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each From and after the date hereof until the Expiration Date, each Shareholder hereby irrevocably and unconditionally grants to, and appoints, Parent Spinco and any individual designated in writing by Parent, and each of them individually, designee thereof as such Shareholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholder, to attend any meeting vote or cause to be voted (including by proxy or written consent, if applicable) the Shares owned by such Shareholder as of the shareholders applicable record date in accordance with the Required Votes; provided that each Shareholder’s grant of the Company on behalf proxy contemplated by this Section 1.2 shall be effective if, and only if, such Shareholder has not delivered to Spinco prior to the meeting at which any of the Shareholder with respect to the matters set forth described in Section 3(a), 1.1 are to include such Shareholder’s Subject be considered a duly executed irrevocable instrument directing that the Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof, or grant a consent or approval Shareholder be voted in respect of such Shareholder’s Subject Shares, in a manner consistent accordance with the provisions of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this AgreementRequired Votes. (b) Each Shareholder hereby represents that revokes any proxies heretofor heretofore given in respect of such Shareholder’s Subject Shares are not irrevocable, and that all such proxies are hereby revokedthe Shares. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 1.2, if it becomes effective, is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder The parties hereby further affirms affirm that the irrevocable proxy proxy, if it becomes effective, is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable until the Expiration Date, at which time it will terminate automatically. If for any reason any proxy granted herein is not irrevocable after it becomes effective, then the Shareholder granting such proxy agrees, until the Expiration Date, to vote its Shares in accordance with the provisions of Section 1-722.D of Required Votes. The parties agree that the LBCAforegoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Without in any way limiting any Holder’s right to vote the Shares in its sole discretion on any other matters that may be submitted to a Holder vote, consent or other approval, each Holder hereby irrevocably grants to, and appoints, Parent and any individual designated in writing by Parent, and each of them individuallyduly appointed designee thereof, such Shareholder▇▇▇▇▇▇’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderHolder, to attend any meeting of the shareholders stockholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a)such Holder, to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders Holders of the Company, and to vote all of Shares beneficially owned or controlled by such Shareholder’s Subject Shares at any meeting of shareholders of Holder (the Company or any adjournment or postponement thereof“Vote Shares”), or to grant a consent or approval in respect of such Shareholder’s Subject the Vote Shares, in connection with any meeting of the Holders of the Company or any action by written consent in lieu of a manner consistent meeting of Holders of the Company, in accordance with the provisions of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this Agreement2. (b) Each Shareholder Holder hereby represents that any proxies heretofor heretofore given in respect of such Shareholder’s Subject the Shares with respect to any of the matters set forth in Section 2, if any, are not irrevocablerevocable, and that all hereby revokes such proxies are hereby revokedproxies. (c) Each Shareholder Holder hereby affirms that the irrevocable proxy set forth in this Section 4 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 such Shareholder Holder under this Agreement. Each Shareholder Holder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 212 of the LBCADGCL during the term of this Agreement. If during the term of this Agreement for any reason the proxy granted herein is not irrevocable, then such ▇▇▇▇▇▇ agrees that it shall vote its Shares in accordance with Section 2 above as instructed by Parent in writing. The parties agree that the foregoing shall be a voting agreement created under Section 218 of the DGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and any other individual who shall hereafter be designated in writing by Parent, and each of them individuallyPyramid, such ShareholderStockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include vote such ShareholderStockholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, at any meeting of stockholders of the Company or at any adjournment thereof or in a manner consistent with any other circumstances upon which their vote, consent or other approval is sought, in favor of the provisions Merger, the adoption by the Company of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination Merger Agreement and the approval of this the other transactions contemplated by the Merger Agreement. (b) Each Shareholder hereby Stockholder represents that any proxies heretofor heretofore given in respect of such ShareholderStockholder’s Subject Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder Stockholder under this Agreement. Each Shareholder Such 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. Each Shareholder Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such 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 1-722.D of the LBCA7 herein.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, and any other individual who shall hereafter be designated in writing by Parent, and each of them individually, such ShareholderStockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include vote such ShareholderStockholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, at any meeting of Stockholders of the Company or at any adjournment thereof or in a manner consistent with any other circumstances upon which their vote, consent or other approval is sought, in favor of the provisions Merger, the adoption by the Company of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination Merger Agreement and the approval of this Agreementthe other transactions contemplated by the Merger Agreement and against any Alternative Transaction or Frustrating Transaction. (b) Each Shareholder hereby Stockholder represents that any proxies heretofor heretofore given in respect of such ShareholderStockholder’s Subject Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder Stockholder under this Agreement. Each Shareholder Such 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. Each Shareholder Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 212(e) of the LBCAGeneral Corporation Law of the State of Delaware. Such irrevocable proxy shall be valid until the termination of this Agreement pursuant to Section 7 herein.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and any other individual who shall hereafter be designated in writing by Parent, and each of them individuallythe Company, such ShareholderStockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include vote such ShareholderStockholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, at any meeting of Stockholders of Parent or at any adjournment thereof or in a manner consistent with any other circumstances upon which their vote, consent or other approval is sought, in favor of the provisions Merger, the adoption by Parent of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination Merger Agreement and the approval of this Agreementthe other transactions contemplated by the Merger Agreement and against any Frustrating Transaction. (b) Each Shareholder hereby Stockholder represents that any proxies heretofor heretofore given in respect of such ShareholderStockholder’s Subject Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder Stockholder under this Agreement. Each Shareholder Such 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. Each Shareholder Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 212(e) of the LBCAGeneral Corporation Law of the State of Delaware. Such irrevocable proxy shall be valid until the termination of this Agreement pursuant to Section 7 herein.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Without in any way limiting Shareholder’s right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to a shareholder vote, consent or other approval (including by written consent), Shareholder hereby irrevocably grants to, and appoints, Parent and any individual designated in writing by designee of Parent, and each of them individually, such Shareholder’s irrevocable proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholder, to attend any meeting vote the Subject Shares (including allocated shares held in the ESOP, to the extent permitted by applicable law and under the terms and conditions of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(aESOP), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect of such Shareholder’s the Subject Shares, in a manner consistent accordance with, and subject to the limitations of, Sections 3(a)(i) and 3(a)(ii), until the termination of this Agreement in accordance with the provisions of Section 3(a)7. The proxy granted set forth in this Section 4 shall expire terminate automatically without any further action by any party hereto upon the termination of the Merger Agreement or this AgreementAgreement in accordance with their respective terms. (b) Each Shareholder hereby represents that any proxies heretofor heretofore given in respect of such Shareholder’s any of the Subject Shares are not irrevocable, and that all such proxies have been heretofore or are hereby revoked. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth granted in this Section 4 is given in connection with the execution consideration of Parent entering into the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the such irrevocable proxy is coupled with an interest and may under no circumstances be revoked, except as set forth herein. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 609(f) of the LBCABusiness Corporation Law of the State of New York. The irrevocable proxy granted hereby shall terminate and be of no further force or effect upon the termination of this Agreement pursuant to Section 7.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent ▇▇▇ ▇. ▇▇▇▇▇, and any other individual who shall hereafter be designated in writing by Parent, and each of them individuallyYuma Delaware, such ShareholderStockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include vote such ShareholderStockholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, at any meeting of stockholders of ▇▇▇▇▇ or at any adjournment thereof or in a manner consistent any other circumstances upon which their vote, consent or other approval is sought, in favor of the Merger, the adoption by ▇▇▇▇▇ of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement, in accordance with the provisions of terms hereof, but subject in all respects to Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this Agreement7. (b) Each Shareholder hereby Stockholder represents that any existing proxies heretofor given in respect of such ShareholderStockholder’s Subject Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder Stockholder under this Agreement. Each Shareholder Such 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. Each Shareholder Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such 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 1-722.D of the LBCA7 herein, at which time such irrevocable proxy shall terminate.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, in their respective capacities as officers or authorized representatives of Parent, and any individual designated in writing by who shall hereafter succeed to any such office of Parent, and each of them individually, and any individual designated in writing by any of them, as such ShareholderStockholder’s irrevocable proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such ShareholderStockholder’s Subject Shares at any meeting (owned of shareholders of the Company record or any adjournment or postponement thereofbeneficially), or grant a consent or approval in respect of such Shareholder’s Subject Shares, (i) in a manner consistent favor of the approval of the Merger Agreement and the approval of the terms thereof and of the Merger and 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 the provisions Section 2 of Section 3(a)this Agreement. The proxy granted in this Section 4 3 shall expire upon the termination of this Agreement. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in material reliance upon such Stockholder’s execution and delivery of this Agreement. (b) Each Shareholder hereby Stockholder, severally and not jointly, represents that any proxies heretofor heretofore given in respect of such ShareholderStockholder’s Subject Shares are not irrevocable, and that such Stockholder hereby revokes all such proxies are hereby revokedproxies. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 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 such Shareholder the Stockholder under this Agreement. Each Shareholder Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revokedrevoked except as provided herein. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 212 of the LBCADelaware Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent Buyer and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Chief Executive of Buyer, and ▇▇▇▇ ▇▇▇▇▇, Group Finance Director of Buyer, in their respective capacities as officers of Buyer, and any individual designated in writing by Parentwho shall hereafter succeed to any such office of Buyer, and each of them individually, such Shareholder’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 such ShareholderStockholder, to attend any meeting of vote the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofStockholder's Shares, or grant a consent or approval in respect of such Shareholder’s Subject Sharesthe Stockholder's Shares (i) in favor of the Merger, in a manner consistent with the provisions execution and delivery of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination Merger Agreement and approval of this the terms thereof and each of the other transactions contemplated by the Merger Agreement, and (ii) against any Competing Transaction. (b) Each Shareholder hereby Stockholder represents that any proxies heretofor heretofore given in respect of such Shareholder’s Subject the Stockholder's Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder Stockholder under this AgreementAgreement and that such irrevocable proxy will continue in force and effect while this Agreement is in effect. Each Shareholder 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. Each Shareholder Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D of the LBCAColorado Business Corporation Act.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder The Stockholder hereby irrevocably grants to, and appoints, Parent Patr▇▇▇ ▇. ▇▇▇▇▇, ▇▇ief Executive Officer of PSS, and Davi▇ ▇. ▇▇▇▇▇, ▇▇ief Financial Officer of PSS, in their respective capacities as officers of PSS, and any individual designated in writing by Parentwho shall hereafter succeed to any such office of PSS, and each of them individually, such Shareholder’s the Stockholder's proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholderthe Stockholder, to attend any meeting of vote the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Stockholder's Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect of such Shareholder’s Subject SharesShares in favor of the Merger, the execution and delivery of the Merger Agreement and 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 Exchange Ratio payable in the Merger to a manner consistent with lesser amount of PSS Common Stock or otherwise to adversely impair the provisions of Section 3(a). The proxy granted Stockholder's rights or increase the Stockholder's obligations thereunder, whether in this Section 4 shall expire upon the termination of this Agreementhis capacity as a stockholder or in any other capacity. (b) Each Shareholder hereby The Stockholder represents that any proxies heretofor heretofore given in respect of such Shareholder’s Subject the Stockholder's Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder the Stockholder under this Agreement. Each Shareholder The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D of the LBCA.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent ▇▇▇ ▇▇▇▇▇▇▇▇▇, and any other individual who shall hereafter be designated in writing by Parent, and each of them individuallythe Company, such ShareholderStockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include vote such ShareholderStockholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, at any meeting of Stockholders of Parent or at any adjournment thereof or in a manner consistent with any other circumstances upon which their vote, consent or other approval is sought, in favor of the provisions Merger, the adoption by Parent of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination Merger Agreement and the approval of this Agreementthe other transactions contemplated by the Merger Agreement and against any Frustrating Transaction. (b) Each Shareholder hereby Stockholder represents that any proxies heretofor heretofore given in respect of such ShareholderStockholder’s Subject Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder Stockholder under this Agreement. Each Shareholder Such 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. Each Shareholder Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 212(e) of the LBCAGeneral Corporation Law of the State of Delaware. Such irrevocable proxy shall be valid until the termination of this Agreement pursuant to Section 7 herein.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent ▇▇▇▇ ▇▇▇▇▇▇, and any other individual who shall hereafter be designated in writing by Parent, and each of them individuallyZhone, such ShareholderStockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include vote such ShareholderStockholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, at any meeting of Stockholders of the Company or at any adjournment thereof or in a manner consistent with any other circumstances upon which their vote, consent or other approval is sought, in favor of the provisions Merger, the adoption by the Company of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination Merger Agreement and the approval of this Agreementthe other transactions contemplated by the Merger Agreement and against any Alternative Transaction or Frustrating Transaction. (b) Each Shareholder hereby Stockholder represents that any proxies heretofor heretofore given in respect of such ShareholderStockholder’s Subject Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder Stockholder under this Agreement. Each Shareholder Such 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. Each Shareholder Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 212(e) of the LBCADGCL. Such irrevocable proxy shall be valid until the termination of this Agreement pursuant to Section 7 herein.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Without in any way limiting any Stockholder’s right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval, the Stockholder hereby irrevocably grants to, and appoints, Parent Acquiror and any individual designated in writing by Parent, and each of them individuallydesignee thereof, such ShareholderStockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting of the shareholders stockholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a)such Stockholder, to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders stockholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or to grant a consent or approval in respect of such Shareholder’s the Subject Shares, in connection with any such meeting of the stockholders of the Company or any action by written consent in lieu of a manner consistent meeting of stockholders of the Company in accordance with Section 3 hereof, in each case, solely in the provisions of event that Stockholder fails to vote, consent or include the Subject Shares in accordance with Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this Agreement3 hereof. (b) Each Shareholder The Stockholder hereby represents that any proxies heretofor heretofore given in respect of such Shareholder’s the Subject Shares Shares, if any, are not irrevocablerevocable, and that all hereby revokes such proxies are hereby revokedgranted in connection with the matters set forth in Section 3 hereof. (c) Each Shareholder The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 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 such Shareholder Stockholder under this Agreement. Each Shareholder The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do and, except as set forth in this Section 5 or cause to be done by virtue in Section 8 hereof. Each such irrevocable proxy , is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 212 of Delaware Law. If during the LBCAterm of this Agreement for any reason the proxy granted herein is not irrevocable, then such Stockholder agrees that it shall vote its Subject Shares in accordance with Section 5(a) above as instructed by Acquiror in writing. The parties agree that the foregoing shall be a voting agreement created under Section 218 of Delaware Law. (d) Acquiror hereby acknowledges and agrees that the proxy set forth in this Section 5 shall not be exercised to vote, consent or act on any matter except as specifically contemplated by Section 5(a) and Acquiror agrees not to exercise the proxy granted herein for any purpose other than the purposes described in Section 5(a). The proxy set forth in this Section 5 shall be revoked, terminated and of no further force or effect automatically without further action upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each From and after the date hereof until the Expiration Date, each Shareholder hereby irrevocably and unconditionally grants to, and appoints, Parent Triton and any individual designated in writing by Parent, and each of them individually, designee thereof as such Shareholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholder, to attend any meeting vote or cause to be voted (including by proxy or written consent, if applicable) the Shares owned by such Shareholder as of the shareholders applicable record date in accordance with the Required Votes; provided that each Shareholder’s grant of the Company on behalf proxy contemplated by this Section 1.2 shall be effective if, and only if, such Shareholder has not delivered to Triton prior to the meeting at which any of the Shareholder with respect to the matters set forth described in Section 3(a), 1.1 are to include such Shareholder’s Subject be considered a duly executed irrevocable instrument directing that the Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof, or grant a consent or approval Shareholder be voted in respect of such Shareholder’s Subject Shares, in a manner consistent accordance with the provisions of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this AgreementRequired Votes. (b) Each Shareholder hereby represents that any proxies heretofor heretofore given in respect of such Shareholder’s Subject Shares the Shares, if any, are not irrevocablerevocable, and that hereby revokes all such proxies are hereby revokedproxies. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 1.2, if it becomes effective, is given in connection with the execution of the Merger Transaction Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder The parties hereby further affirms affirm that the irrevocable proxy proxy, if it becomes effective, is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable until the Expiration Date, at which time it will terminate automatically. If for any reason any proxy granted herein is not irrevocable after it becomes effective, then the Shareholder granting such proxy agrees, until the Expiration Date, to vote its Shares in accordance with the provisions of Section 1-722.D of Required Votes. The parties agree that the LBCAforegoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably and severally grants to, and appoints, Parent and Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇, or any of them, in their respective capacities as officers of Purchaser, and any individual designated in writing by Parentwho shall hereafter succeed to any such office of Purchaser, and each of them individually, such ShareholderStockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include vote such ShareholderStockholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, in a manner consistent with each case solely as and to the provisions extent set forth in Section 5(a) and 5(b) hereof; provided, however, that without limiting the foregoing, no person acting as proxy and attorney-in-fact thereunder shall have the right (and such proxy shall not confer the right) to vote or act against the Merger, or to vote or act to reduce the Offer Price or otherwise modify or amend the Merger Agreement to reduce the rights or benefits of Section 3(a)the Company or any stockholders of the Company (including each Stockholder) under the Offer or the Merger Agreement or to reduce the obligations of Parent or Purchaser thereunder. (b) Each Stockholder severally represents that any proxies heretofore given in respect of such Stockholder’s Subject Shares are not irrevocable or if irrevocable, that 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 proxies are hereby revoked to the extent necessary to effect the transactions contemplated by Sections 1, 2, 5 and 6 hereof. The proxy granted Each Stockholder understands and acknowledges that Parent and Purchaser are entering into the Merger Agreement in this Section 4 shall expire reliance upon the termination such Stockholder’s execution and delivery of this Agreement. (b) Each Shareholder hereby represents that any proxies heretofor given in respect of such Shareholder’s Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 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 obligations of such Shareholder Stockholder under this AgreementSection 5(a) and 5(b) hereof. Each Shareholder Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions DGCL. Such irrevocable proxy shall be valid until the earlier to occur of (i) eleven months from the date hereof and (ii) the termination of this Agreement pursuant to Section 1-722.D 10. Notwithstanding anything in this Agreement to the contrary, the proxy granted pursuant to this Section 6 shall irrevocably cease and shall be of no further force or effect upon (i) any material breach by Parent or Purchaser of their obligations under Section 1.1 of the LBCAMerger Agreement or (ii) any material violation by Parent or Purchaser of any of the terms of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent Sigma and any other individual designated in writing by ParentSigma, and each of them individually, such ShareholderStockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting vote during the term of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote this Agreement all of such ShareholderStockholder’s Subject Shares at any annual or special meeting of shareholders stockholders of the Company Beta or any adjournment or postponement thereofthereof and to act by written consent in lieu of any meeting of stockholders, or grant a consent or (i) in favor of the adoption of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement in respect of such Shareholder’s Subject Shares, in a manner consistent accordance with the provisions terms of Section 3(a)) of this Agreement and (ii) against any Vote-Down Matter in accordance with the terms of Section 3(c) of this Agreement. The proxy granted in this Section 4 shall expire upon the termination of this Agreement. Each Stockholder agrees that immediately after execution of this Agreement, an executed copy of this Agreement shall be filed with the secretary of Beta. (b) Each Shareholder hereby Stockholder represents that any proxies heretofor heretofore given in respect of such ShareholderStockholder’s Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder Stockholder under this Agreement. Each Shareholder Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revokedrevoked during the term of this Agreement. Each Shareholder Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done during the term of this Agreement by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable during the term of this Agreement in accordance with the provisions of Section 1-722.D 212(e) of the LBCADGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each During the Support Period, each Shareholder hereby irrevocably and unconditionally grants to, and appoints, Parent [First Defiance/United Community] and any individual designated in writing by Parent, and each of them individually, designee thereof as such Shareholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholder, to attend any meeting vote or cause to be voted (including by proxy or written consent, if applicable) the Owned Shares owned by such Shareholder as of the shareholders applicable record date in accordance with Section 3 of this Agreement, and each Shareholder shall retain the authority to vote on all other matters; provided, however, that each Shareholder’s grant of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect of such Shareholder’s Subject Shares, in a manner consistent with the provisions of Section 3(a). The proxy granted in contemplated by this Section 4 shall expire upon be effective if, and only if, such Shareholder has not delivered to [United Community/First Defiance] prior to the termination meeting at which any of the matters described in Section 3 are to be considered, a duly executed irrevocable proxy card directing that the Owned Shares of such Shareholder be voted in accordance with Section 3 of this Agreement. (b) Each Shareholder hereby represents that any proxies heretofor given in respect of such Shareholder’s Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) . Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 4, if it becomes effective, is coupled with an interest and is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder The parties hereby further affirms affirm that the irrevocable proxy proxy, if it becomes effective, is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable until the end of the Support Period, at which time it will terminate automatically. If for any reason any proxy granted herein is not irrevocable after it becomes effective, then the Shareholder granting such proxy agrees, until the end of the Support Period, to vote the Owned Shares in accordance with Section 3 of this Agreement. The parties agree that the provisions foregoing is a voting agreement. Notwithstanding anything contained herein to the contrary, this proxy shall automatically terminate and be revoked upon the termination of Section 1-722.D of the LBCAthis Agreement in accordance with its terms.

Grant of Irrevocable Proxy; Appointment of Proxy. In furtherance of the terms hereof: (a) Each During the term of this Agreement, Shareholder hereby irrevocably grants to, and appoints, Parent ▇▇▇▇ ▇. ▇▇▇▇▇ and any individual designated in writing by Parent▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as proxies and each of them individually, such Shareholder’s proxy and attorneyattorneys-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s the Subject Shares at each Nomination Meeting or at any meeting of shareholders adjournment thereof in favor of the Company election of the Initial Proposed Directors (or any adjournment or postponement thereof, or grant a consent or approval in respect of such Shareholder’s Subject Sharesany of the four Initial Proposed Directors previously nominated by Shareholder or Su and indicated with an asterisk (*) on Exhibit A and subject to Section 2(b), the Proposed Nominee(s)) and, at the Proposal Meeting or at any adjournment thereof, in a manner consistent with favor of the provisions Proposal. Such proxies and attorneys-in-fact may evidence the taking of Section 3(a)such action or the voting of the Subject Shares by the execution of any document or instrument for such purpose in the name of Shareholder. Each of the Shareholder, Su, and the Company agree that no Nomination Meeting or Proposal Meeting shall be scheduled to occur before the Closing (as such term is defined in the Purchase Agreement) has occurred. The proxy and power of attorney granted in this Section 4 hereunder shall expire terminate upon the termination of this Agreement. (b) Each To the extent inconsistent with the other provisions of this Agreement, Shareholder hereby represents that revokes any and all prior proxies heretofor given concerning the election of the Initial Proposed Directors (or in respect of such Shareholder’s any of the four Initial Proposed Directors previously nominated by Shareholder and indicated with an asterisk (*) on Exhibit A and subject to Section 2(b), the Proposed Nominee(s)) and the Proposal with respect to the Subject Shares are not irrevocable, and that all such proxies are hereby revokedShares. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 3 is given in connection with the execution of the Merger Agreement, transactions contemplated by this Agreement and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the this irrevocable proxy is coupled with an interest and may under no circumstances be revokedsufficient in law to support an irrevocable proxy prior to the Expiration Date (as defined in Section 6 hereof). Each Shareholder hereby ratifies and confirms all the vote in favor of the election of the Initial Proposed Directors (or in respect of any of the four Initial Proposed Directors previously nominated by Shareholder and indicated with an asterisk (*) on Exhibit A and subject to Section 2(b), the Proposed Nominee(s)) at each Nomination Meeting and in favor of the Proposal at the Proposal Meeting that such irrevocable proxy the proxies and attorneys-in-fact appointed pursuant to this Section 3 may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D of the LBCASUCH IRREVOCABLE PROXY IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF THE COMPANIES LAW (2011 REVISION) AND THE POWERS OF ATTORNEY LAW (1996 REVISION).

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent and Jame▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Jame▇ ▇. ▇▇▇▇▇▇, ▇▇ their respective capacities as officers of Parent, and any individual designated in writing by who shall hereafter succeed to any such office of Parent, and each of them individually, such Shareholder’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 such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include vote such Shareholder’s Stockholder's Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject SharesShares against (i) any Takeover Proposal or (ii) any amendment of the Company's Articles of Incorporation or By-laws, or other proposal or transaction (including any consent solicitation to remove or elect any directors of the Company) involving the Company which amendment or other proposal or transaction would be reasonably likely to impede, frustrate, prevent or nullify, or result in a manner consistent breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to, the provisions Offer, the Merger, the Merger Agreement or any of Section 3(a). The proxy granted in this Section 4 shall expire upon 9 the termination of this other transactions contemplated by the Merger Agreement. (b) Each Shareholder hereby Such Stockholder represents that any proxies heretofor heretofore given in respect of such Shareholder’s Subject Stockholder's Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 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 such Shareholder the Stockholder under this Agreement. Each Shareholder Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 212(e) of the LBCADelaware General Corporation Law (the "DGCL").

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Without in any way limiting Shareholder’s right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to a Shareholder vote, consent or other approval (including by written consent), Shareholder hereby irrevocably grants to, and appoints, Parent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in their respective capacities as designees of Parent, and any individual designated in writing by who shall hereafter succeed to any such office of Parent, and each of them individually, such Shareholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such vote Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, in a manner consistent with accordance with, and subject to the provisions of Section 3(alimitations of, Sections 3(a)(i) and 3(a)(ii). The proxy granted set forth in this Section 4 shall expire terminate automatically without any further action by any party hereto upon the termination of the Merger Agreement or this AgreementAgreement in accordance with their respective terms. (b) Each Shareholder hereby represents that any proxies heretofor heretofore given in respect of such Shareholder’s Subject Shares are not irrevocable, and that all such proxies have been heretofore or are hereby revoked. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth granted in this Section 4 is given in connection with Parent permitting the execution sale of the Merger AgreementGift Shares, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the such irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 7.22 of the LBCAVBCA. The irrevocable proxy granted hereby shall terminate and be of no further force or effect upon the termination of this Agreement pursuant to Section 7.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and any other individual who shall hereafter be designated in writing by Parent, and each of them individuallythe Company, such ShareholderStockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include vote such ShareholderStockholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, at any meeting of stockholders of the Company or at any adjournment thereof or in a manner consistent any other circumstances upon which their vote, consent or other approval is sought, in favor of the issuance of the Resulting Shares, the issuance of the COD Shares, the approval and adoption of the COD Amendment and the approval of any other transactions contemplated by the Restructuring Agreement, in accordance with the provisions of terms hereof, but subject in all respects to Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this Agreement7 hereof. (b) Each Shareholder hereby Stockholder represents that any existing proxies heretofor given in respect of such ShareholderStockholder’s Subject Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 is given in connection with the execution of the Merger Restructuring Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder Stockholder under this Agreement. Each Shareholder Such 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. Each Shareholder Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such 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 1-722.D of the LBCA7 herein, at which time such irrevocable proxy shall terminate.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Each Shareholder Seller hereby irrevocably grants to, and appoints, Parent ▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇, or any of them, in their respective capacities as officers of the Purchaser or Parent, and any individual designated in writing by who shall hereafter succeed to any such office of the Purchaser or Parent, and each of them individually, such Shareholder’s Seller's proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderSeller, to attend any meeting vote such Seller's Tender Shares in favor of the shareholders of Merger and other transactions contemplated by the Company on behalf of the Shareholder Merger Agreement, against any Takeover Proposal and otherwise as contemplated by Section 1.2; provided, that, if such proxy is exercised prior to HSR Termination, such proxy will be exercisable only with respect to that pro rata portion of each Seller's Tender Shares such that the matters set forth in Section 3(a)total number of Tender Shares subject to proxy, to include combined with the total number of Shares held by Parent and Purchaser at the time of such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting exercise, shall equal 49.9% (forty-nine and nine-tenths percent) of the shareholders total Shares. The pro rata portion of the Company, and Tender Shares subject to vote all proxy shall be calculated such that each Seller grants a proxy with respect to an equal percentage of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect of such Shareholder’s Subject Seller's Owned Shares, in a manner consistent with the provisions of Section 3(a). The foregoing proxy granted in this Section 4 shall expire terminate upon the termination of this Agreement. (bii) Each Shareholder hereby Seller represents that any proxies heretofor heretofore given in respect of such Shareholder’s Subject the Tender Shares are not irrevocable, and that all any such proxies are hereby revoked. (ciii) Each Shareholder Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Seller's execution and delivery of this Agreement. Each Seller hereby affirms that the irrevocable proxy set forth in this Section 4 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 such Shareholder Seller under this Agreement consistent, in the case of ▇▇▇▇▇ and Dardick, with such Seller's duties as a director of the Company and in accordance with the terms of the Merger Agreement. Each Shareholder Seller hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder Seller hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 212(e) of the LBCADelaware General Corporation Law. (iv) This Section 1.3 shall apply to the ▇▇▇▇▇ Owned Shares and the GSC Owned Shares only to the extent permitted (or not prohibited and acceptable to the Bank) by the Pledge Agreements.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each The Shareholder hereby irrevocably grants toto and appoints J. Paul ▇▇▇▇▇▇▇, ▇▇I, Chief Financial Officer of Liberty, Geof▇▇▇▇ ▇. ▇▇▇▇, ▇▇ce President and Director of Corporate Finance of Liberty, and appointsLaur▇▇▇▇ ▇.▇. ▇▇▇ia, Parent Vice President and Assistant General Counsel of Liberty, in their respective capacities as officers of Liberty, and any individual designated in writing by Parentwho shall hereafter succeed to any such office of Liberty, and each of them individually, such the Shareholder’s 's proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such the Shareholder, to attend any meeting of vote the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof'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 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 less than $33.00 per share or otherwise to impair materially and adversely the Shareholder’s Subject Shares's rights or increase the Shareholder's obligations thereunder, in a manner consistent with the provisions of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this Agreementand (ii) against any Competing Transaction. (b) Each The Shareholder hereby represents that any proxies heretofor heretofore given in respect of such the Shareholder’s Subject Shares 's shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 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 such the Shareholder under this Agreement. Each The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each The Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D of the LBCA.Such irrevocable

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder From and after the date hereof until the Expiration Date, each Stockholder hereby irrevocably and unconditionally grants to, and appoints, Parent Stereotaxis and any individual designated in writing by Parent, and each of them individually, designee thereof as such ShareholderStockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution) in accordance with the Minnesota Business Corporation Act (“MBCA”) (or other applicable state law for the NewCo Shares), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting vote or cause to be voted (including by proxy or written consent, if applicable), the Shares and/or NewCo Shares, as the case may be, owned by such Stockholder as of the shareholders applicable record date in accordance with the Required Votes; provided, that each Stockholder’s grant of the proxy contemplated by this Section 1.2 shall be effective if, and only if, such Stockholder has not delivered to the Company on behalf prior to the meeting at which any of the Shareholder matters described in Section 1.1 are to be considered, a duly executed irrevocable proxy card directing that the Shares or NewCo Shares of such Stockholder be voted in accordance with respect the Required Votes; provided, further, that any grant of such proxy shall only entitle Stereotaxis or its designee to vote on the matters set forth in specified by Section 3(a1.1(ii), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of and each Stockholder shall retain the shareholders of the Company, and authority to vote on all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect of such Shareholder’s Subject Shares, in a manner consistent with the provisions of Section 3(a)other matters. The proxy granted in this Section 4 shall expire upon the termination of this Agreement. (b) Each Shareholder Stockholder hereby represents that any proxies heretofor heretofore given in respect of such Shareholder’s Subject Shares the Shares, if any, are not irrevocablerevocable, and that hereby revokes all such proxies are hereby revoked. (c) proxies,, and shall file any such revocation and appointment hereunder in accordance with any applicable provisions of the MBCA. Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 1.2, if it becomes effective, 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 such Shareholder Stockholder under this Agreement. Each Shareholder The Parties hereby further affirms affirm that the irrevocable proxy proxy, if it becomes effective, is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable until the Expiration Date, at which time it will terminate automatically. The proxy granted by the Stockholder herein shall survive the dissolution, bankruptcy, death or incapacity of the Stockholder. If for any reason any proxy granted herein is not irrevocable after it becomes effective, then the Stockholder granting such proxy agrees, until the Expiration Date, to vote, or to cause the holder of record on any applicable record date to vote, the Shares and/or NewCo Shares, as the case may be, in accordance with the provisions of Section 1-722.D of Required Votes. The Parties agree that the LBCAforegoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each The Shareholder hereby irrevocably grants to, and appoints, Parent and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and any other individual who shall hereafter be designated in writing by Parent, and each of them individually, such the Shareholder’s 's proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such the Shareholder, to attend any meeting of vote the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof's Shares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, at any meeting of shareholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, against (i) any Company Takeover Proposal and (ii) any amendment of the Company's Restated and Amended Articles of Incorporation or Restated and Amended Bylaws or other proposal or transaction (including any consent solicitation to remove or elect any directors of the Company) involving the Company or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify, or result in a manner consistent breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to, the provisions Offer, the Merger, the Merger Agreement or any of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this other transactions contemplated by the Merger Agreement. (b) Each The Shareholder hereby represents that any proxies heretofor heretofore given in respect of such the Shareholder’s Subject 's Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 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 such the Shareholder under this Agreement. Each The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each The Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 490.722 of the LBCAIowa Business Corporation Act (the "Corporation Law").

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each The Shareholder hereby irrevocably grants to, and appoints, Parent CytRx and Jack ▇. ▇▇▇▇▇▇▇, ▇▇esident of CytRx, and Mark ▇. ▇▇▇▇▇▇▇▇, ▇▇ief Financial Officer of CytRx, in their respective capacities as officers of CytRx, and any individual designated in writing by Parentwho shall hereafter succeed to any such office of CytRx, and each of them individually, such the Shareholder’s 's proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such the Shareholder, to attend vote any meeting of the shareholders of the Company on behalf of Shareholder's Shares held by the Shareholder with respect to at the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all time of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofvote, or to grant a consent or approval in respect of any of such Shareholder’s Subject SharesShares held by the Shareholder at the time such consent or approval is sought (i) in favor of each of the matters contemplated by the Merger and Contribution Agreement, in a manner consistent with the provisions of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this Agreementand (ii) against any Competing Transaction. (b) Each The Shareholder hereby represents that any proxies heretofor heretofore given in respect of such the Shareholder’s Subject 's Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 is given in connection with the execution of the Merger and Contribution Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such the Shareholder under this Agreement. Each The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each The Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 1759 of the LBCAPennsylvania Business Corporation Act as a proxy coupled with an interest.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably and severally grants to, and appoints, Parent and Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇, or any of them, in their respective capacities as officers of Purchaser, and any individual designated in writing by Parentwho shall hereafter succeed to any such office of Purchaser, and each of them individually, such Shareholder’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 such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include vote such Shareholder’s Stockholder's Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, in a manner consistent with each case solely as and to the provisions extent set forth in Section 5(a) and 5(b) hereof; provided, however, that without limiting the foregoing, no person acting as proxy and attorney-in-fact thereunder shall have the right (and such proxy shall not confer the right) to vote or act against the Merger, or to vote or act to reduce the Offer Price or otherwise modify or amend the Merger Agreement to reduce the rights or benefits of Section 3(a)the Company or any stockholders of the Company (including each Stockholder) under the Offer or the Merger Agreement or to reduce the obligations of Parent or Purchaser thereunder. (b) Each Stockholder severally represents that any proxies heretofore given in respect of such Stockholder's Subject Shares are not irrevocable or if irrevocable, that 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 proxies are hereby revoked to the extent necessary to effect the transactions contemplated by Sections 1, 2, 5 and 6 hereof. The proxy granted Each Stockholder understands and acknowledges that Parent and Purchaser are entering into the Merger Agreement in this Section 4 shall expire reliance upon the termination such Stockholder's execution and delivery of this Agreement. (b) Each Shareholder hereby represents that any proxies heretofor given in respect of such Shareholder’s Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 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 obligations of such Shareholder Stockholder under this AgreementSection 5(a) and 5(b) hereof. Each Shareholder Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions DGCL. Such irrevocable proxy shall be valid until the earlier to occur of (i) eleven months from the date hereof and (ii) the termination of this Agreement pursuant to Section 1-722.D 10. Notwithstanding anything in this Agreement to the contrary, the proxy granted pursuant to this Section 6 shall irrevocably cease and shall be of no further force or effect upon (i) any material breach by Parent or Purchaser of their obligations under Section 1.1 of the LBCAMerger Agreement or (ii) any material violation by Parent or Purchaser of any of the terms of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent and Robert M. Buchan, Chairman and Chief Executive Officer of Parent and Jo▇▇ ▇. ▇▇▇▇▇, ▇▇▇cutive Vice President of Parent, in their respective ▇▇▇▇▇▇▇▇▇▇ ▇▇ officers of Parent, and any individual designated in writing by who shall hereafter succeed to any such office of Parent, and each of them individually, such Shareholder’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 such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of for which it has or shares the Company or any adjournment or postponement thereofpower to vote, or grant a consent or approval in respect of such Shareholder’s Subject SharesShares in any manner permitted by the DGCL, (i) in a manner consistent with favor of the provisions Merger, the execution and delivery of Section 3(a)the Merger Agreement and approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement and (ii) against any Competing Transaction. The foregoing proxy granted in this Section 4 shall expire terminate automatically upon the termination of this AgreementSection under Section 12. It is understood that such Stockholder retains its voting rights except to the extent specifically set forth in this Section 7(a) and that such Stockholder may exercise such voting rights in accordance with Section 2(d) hereof. (b) Each Shareholder hereby Stockholder represents and warrants to Parent and Sub that any proxies heretofor heretofore given in respect of such Shareholder’s Subject the Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 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 such Shareholder Stockholder under this Agreement. Each Shareholder Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 212(e) of the LBCADGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder The Stockholder hereby irrevocably grants to, and appoints, Parent ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Executive Officer of PSS, and ▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Financial Officer of PSS, in their respective capacities as officers of PSS, and any individual designated in writing by Parentwho shall hereafter succeed to any such office of PSS, and each of them individually, such Shareholder’s the Stockholder's proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholderthe Stockholder, to attend any meeting of vote the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Stockholder's Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect of such Shareholder’s Subject SharesShares in favor of the Merger, the execution and delivery of the Merger Agreement and 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 Exchange Ratio payable in the Merger to a manner consistent with lesser amount of PSS Common Stock or otherwise to adversely impair the provisions of Section 3(a). The proxy granted Stockholder's rights or increase the Stockholder's obligations thereunder, whether in this Section 4 shall expire upon the termination of this Agreementhis capacity as a stockholder or in any other capacity. (b) Each Shareholder hereby The Stockholder represents that any proxies heretofor heretofore given in respect of such Shareholder’s Subject the Stockholder's Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder the Stockholder under this Agreement. Each Shareholder The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D of the LBCA.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder The Stockholder hereby irrevocably grants to, and appoints, Parent David Struwas and Stephen Zamansky, ▇▇▇ ▇▇▇▇ ▇▇ ▇hem ▇▇▇▇▇▇▇▇ally, in their respective capacities as officers of the Company, and any individual designated who shall hereafter succeed such person in writing by Parentsuch office at the Company, and each of them individually, such Shareholder’s the Stockholder's proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholderthe Stockholder, to attend vote the Stockholder's Shares at any meeting of stockholders of DSLN (including without limitation the shareholders of DSLN Stockholders Meeting), or at any adjournment thereof or in any other circumstances upon which a vote, agreement, consent or other approval is sought, on the Company on behalf of the Shareholder with respect matters set forth in Section 2 hereof; provided, however, that such vote shall be restricted to the matters set forth in Section 3(a), to include 2 and such Shareholder’s Subject Shares vote shall be an affirmative vote in any computation for purposes of establishing a quorum at any such meeting favor of the shareholders transactions contemplated by the Purchase Agreement, including the Required Stockholder Approvals. Such attorney-in-fact may evidence the taking of any action, giving of any consent or the voting of the Company, and to vote all Shares by the execution of any document or instrument for such Shareholder’s Subject Shares at any meeting of shareholders purpose in the name of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect of such Shareholder’s Subject Shares, in a manner consistent with the provisions of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this AgreementStockholder. (b) Each Shareholder hereby represents that any proxies heretofor given in respect of such Shareholder’s Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder the Stockholder under this Agreement. Each Shareholder The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D of the LBCASUCH IRREVOCABLE PROXY IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 212 OF THE DELAWARE GENERAL CORPORATION LAW.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder hereby irrevocably grants to, and appoints, Parent and Edward M. Philip, its Chief Operating Officer and Chief Financial ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ E. Guilfoile, its Vice President, Finance & Administration, ▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇ider, its General Counsel, in their respective capac▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇s of Parent, and any individual designated in writing by who shall hereafter succeed to any such office of Parent, and each of them individually, such Shareholder’s 's proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include vote such Shareholder’s 's Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, (i) in a manner consistent with favor of the provisions Merger, the adoption and approval by the Company of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination Merger Agreement and the approval of this Agreementthe other transactions contemplated by the Merger Agreement (including the issuance of the Hunsader Shares) and (ii) against any Alternative Transaction or ▇▇▇▇▇▇▇▇ing Transaction. (b) Each Such Shareholder hereby represents that any proxies heretofor heretofore given in respect of such Shareholder’s 's Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Such Shareholder hereby affirms that the irrevocable proxy set forth in this Section 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 such the Shareholder under this Agreement. Each Such Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Such Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D of the LBCA.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder The Stockholder hereby irrevocably grants to, and appoints, Parent David Struwas and any individual designated in writing by ParentStephen Zamansky, and each of them individuallyindiv▇▇▇▇▇▇▇, ▇▇ ▇heir ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ities as officers of the Company, and any individual who shall hereafter succeed such Shareholder’s person in such office at the Company, the Stockholder's proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholderthe Stockholder, to attend vote the Stockholder's Shares at any meeting of stockholders of DSLN (including without limitation the shareholders of DSLN Stockholders Meeting), or at any adjournment thereof or in any other circumstances upon which a vote, agreement, consent or other approval is sought, on the Company on behalf of the Shareholder with respect matters set forth in Section 2 hereof; provided, however, that such vote shall be restricted to the matters set forth in Section 3(a), to include 2 and such Shareholder’s Subject Shares vote shall be an affirmative vote in any computation for purposes of establishing a quorum at any such meeting favor of the shareholders transactions contemplated by the Purchase Agreement, including the Required Stockholder Approvals. Such attorney-in-fact may evidence the taking of any action, giving of any consent or the voting of the Company, and to vote all Shares by the execution of any document or instrument for such Shareholder’s Subject Shares at any meeting of shareholders purpose in the name of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect of such Shareholder’s Subject Shares, in a manner consistent with the provisions of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this AgreementStockholder. (b) Each Shareholder hereby represents that any proxies heretofor given in respect of such Shareholder’s Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder the Stockholder under this Agreement. Each Shareholder The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D of the LBCASUCH IRREVOCABLE PROXY IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 212 OF THE DELAWARE GENERAL CORPORATION LAW.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent [▇▇▇▇ ▇▇▇▇▇] and any other individual who shall hereafter be designated in writing by Parent, and each of them individuallyPEDEVCO, such ShareholderStockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include vote such ShareholderStockholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, at any meeting of stockholders of Dome AB or at any adjournment thereof or in a manner consistent with any other circumstances upon which their vote, consent or other approval is sought, in favor of the provisions Acquisition, the adoption by Dome AB of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination Acquisition Agreement and the approval of this the other transactions contemplated by the Acquisition Agreement. (b) Each Shareholder hereby Stockholder represents that any proxies heretofor heretofore given in respect of such ShareholderStockholder’s Subject Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 is given in connection with the execution of the Merger Acquisition Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder Stockholder under this Agreement. Each Shareholder Such 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. Each Shareholder Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such 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 1-722.D of the LBCA7 herein.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Solely with respect to the matters described in Section 1.2, for so long as this Agreement has not been validly terminated in accordance with Section 5.2, and in order to secure the obligations of the Shareholder to vote the Subject Shares in accordance with the provisions of Section 1.2 hereof, the Shareholder hereby irrevocably grants to, and appoints, appoints Parent and any individual designated in writing by designee of Parent, and each of them individually, such Shareholder’s as its attorney and proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholderresubstitution, to attend any meeting the full extent of the shareholders Shareholder’s voting rights with respect to all Subject Shares (which proxy shall be irrevocable during the term of the Company on behalf of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Shareholder with respect to the matters set forth in Section 3(a), Subject Securities) to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Companyvote, and to vote execute written consents with respect to, all of such Shareholder’s the Subject Shares at any meeting of shareholders of solely on the Company or any adjournment or postponement thereofmatters described in Section 1.2 and in accordance therewith if, or grant a consent or approval in respect of such Shareholder’s Subject Sharesand only if, in a manner consistent the Shareholder fails to comply with the provisions of Section 3(a)1.2. The Shareholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.2; provided, that Parent may terminate this proxy at any time in its sole discretion by written notice provided to the Shareholder. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Section 4 1.3. Except as expressly set forth herein and without limiting the Shareholder’s obligations under Section 1.2, Parent and Merger Sub acknowledge (i) that the proxy and power of attorney granted hereby shall expire upon not be effective for any other purpose, and (ii) such proxy and power of attorney shall not limit the termination rights of this Agreement. (b) Each the Shareholder hereby represents to vote or exercise its rights to consent in favor of or against, or abstain with respect to, any matter presented to the Company’s shareholders that any proxies heretofor given is not subject to the proxy and power of attorney granted to Parent in respect of such Shareholder’s the Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in pursuant to this Section 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 such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D of the LBCA1.3.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Without in any way limiting Shareholder’s right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to a Shareholder vote, consent or other approval (including by written consent), Shareholder hereby irrevocably grants to, and appoints, Parent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in their respective capacities as designees of Parent, and any individual designated in writing by who shall hereafter succeed to any such office of Parent, and each of them individually, such Shareholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such vote Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, in a manner consistent with accordance with, and subject to the provisions of Section 3(alimitations of, Sections 3(a)(i) and 3(a)(ii). The proxy granted set forth in this Section 4 shall expire terminate automatically without any further action by any party hereto upon the termination of the Merger Agreement or this AgreementAgreement in accordance with their respective terms. (b) Each Shareholder hereby represents that any proxies heretofor heretofore given in respect of such Shareholder’s Subject Shares are not irrevocable, and that all such proxies have been heretofore or are hereby revoked. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth granted in this Section 4 is given in connection with Parent permitting the execution of the Merger Agreement▇▇▇▇▇ Transfer, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the such irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 7.22 of the LBCAVBCA. The irrevocable proxy granted hereby shall terminate and be of no further force or effect upon the termination of this Agreement pursuant to Section 7.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder The Stockholder hereby irrevocably grants to, and appoints, Parent and Ole Vahlgren, its Director, and Mogens ▇▇▇▇ ▇▇▇▇▇▇, its Divisional Director of Financial Risk Management, in their respective capacities as designees of Parent, and any individual designated in writing by who shall hereafter succeed to any such office of Parent, and each of them individually, such Shareholder’s or any of them, the Stockholder's proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholderthe Stockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s the Stockholder's Subject Shares at any meeting (owned of shareholders of the Company or any adjournment or postponement thereofrecord), or grant a consent or approval or consent in writing in respect of such Shareholder’s Subject Shares, (i) in a manner consistent favor of the adoption of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other Transactions, (ii) against any Alternative Transaction or any Frustrating Transaction and (iii) otherwise in accordance with the provisions of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination 3 of this Agreement. (b) Each Shareholder hereby The Stockholder represents that any proxies heretofor heretofore given in respect of such Shareholder’s the Stockholder's Subject Shares are not irrevocable, irrevocable and that all such proxies are hereby revoked. (c) Each Shareholder The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder the Stockholder under this Agreement. Each Shareholder The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such The irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 212(e) of the LBCADGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Without in any way limiting any Shareholder’s right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval, the Shareholder hereby irrevocably grants to, and appoints, Parent Target and any individual designated in writing by Parent, and each of them individuallydesignee thereof, such Shareholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholder, to attend any meeting of the shareholders of Acquiror concerning the Company Merger Agreement on behalf of the Shareholder with respect to the matters set forth in Section 3(a)such Shareholder, to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the CompanyAcquiror, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or to grant a consent or approval in respect of such Shareholder’s the Subject Shares, in connection with any such meeting of the shareholders of Acquiror or any action by written consent in lieu of a manner consistent meeting of the shareholders of Acquiror in accordance with Section 3 hereof, in each case, solely in the provisions of event that Shareholder fails to vote, consent or include the Subject Shares in accordance with Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this Agreement3 hereof. (b) Each The Shareholder hereby represents that any proxies heretofor heretofore given in respect of such Shareholder’s the Subject Shares Shares, if any, are not irrevocablerevocable, and that all hereby revokes such proxies are hereby revokedproxies. (c) Each The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 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 such Shareholder under this Agreement. Each The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do and, except as set forth in this Section 5 or cause to be done by virtue in Section 7 hereof. Each such irrevocable proxy , is executed and intended to be irrevocable in accordance with the provisions of Dutch Law. If during the term of this Agreement for any reason the proxy granted herein is not irrevocable, then such Shareholder agrees that it shall vote its Subject Shares in accordance with Section 1-722.D 5(a) above as instructed by Target in writing. The parties agree that the foregoing shall be a voting agreement created under Dutch Law. (d) Target hereby acknowledges and agrees that the proxy set forth in this Section 5 shall not be exercised to vote, consent or act on any matter except as specifically contemplated by Section 5(a) and Target agrees not to exercise the proxy granted herein for any purpose other than the purposes described in Section 5(a). The proxy set forth in this Section 5 shall be revoked, terminated and of no further force or effect automatically without further action upon the LBCAtermination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably and severally grants to, and appoints, Parent Buyer and Merger Subsidiary and Vinc▇ ▇▇▇▇ ▇▇▇ Todd ▇▇▇▇▇▇, ▇▇ any of them, in their respective capacities as officers of Merger Subsidiary, and any individual designated in writing by Parentwho shall hereafter succeed to any such office of Merger Subsidiary, and each of them individually, such Shareholder’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 such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include vote such Shareholder’s Stockholder's Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, in a manner consistent with Section 4(a) and 4(b) hereof. (b) Each Stockholder severally represents that any proxies heretofore given in respect of such Stockholder's Subject Shares are not irrevocable or if irrevocable, that the provisions valid consent to the revocation of Section 3(a)such proxies from the party or parties to whom such proxies were heretofore granted will be obtained, and that any such proxies are hereby revoked to the extent necessary to effect the transactions contemplated by Sections 1, 4 and 5 hereof. The proxy granted Each Stockholder understands and acknowledges that Buyer and Merger Subsidiary are entering into the Merger Agreement in this Section 4 shall expire reliance upon the termination such Stockholder's execution and delivery of this Agreement. (b) Each Shareholder hereby represents that any proxies heretofor given in respect of such Shareholder’s Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 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 such Shareholder under Stockholder in accordance with this Agreement. Each Shareholder Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 114-722.D 2-722(d) of the LBCAGeorgia Code. Such irrevocable proxy shall be valid until the earlier to occur of (i) eleven months from the date hereof and (ii) the termination of this Agreement pursuant to Section 9.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent and David S. Hershberg, its Vice Pres▇▇▇▇▇ - ▇▇▇▇▇▇▇▇▇ General Counsel, Andrew Bonzani, its Assistant Sec▇▇▇▇▇▇ ▇▇▇ ▇▇▇ior Counsel, and David L. Johnson, its Vice Presid▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ Development, in their respective capacities as designees of Parent, and any individual designated in writing by who shall hereafter succeed to any such office of Parent, and each of them individually, such Shareholder’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 such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Stockholder's Subject Shares at any meeting (owned of shareholders of the Company record or any adjournment or postponement thereofbeneficially), or grant a consent or approval in respect of such Shareholder’s Subject Shares, (i) in a manner consistent favor of the adoption of the Merger Agreement and the approval of the terms thereof and of the Merger and 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 the provisions Section 3 of Section 3(a)this Agreement. The proxy granted in this Section 4 shall expire upon the termination of this Agreement. (b) Each Shareholder hereby Stockholder represents that any proxies heretofor heretofore given in respect of such Shareholder’s Stockholder's Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder Stockholder under this Agreement. Each Shareholder Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 212(e) of the LBCADGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder, during the term of this Agreement, hereby irrevocably grants to, and appoints, Parent and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, its Vice President--Assistant General Counsel, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, its Assistant Secretary and Senior Counsel and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, its Vice President of Corporate Development, in their respective capacities as designees of Parent, and any individual designated in writing by who shall hereafter succeed to any such office of Parent, and each of them individually, such Shareholder’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 such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Stockholder's Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, (i) in a manner consistent favor of adoption of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement, (ii) against any Takeover Proposal or other Frustrating Transaction and (iii) otherwise in accordance with Section 3 of this Agreement. Such Stockholder understands and acknowledges that Parent is entering into the provisions of Section 3(a). The proxy granted Merger Agreement in this Section 4 shall expire reliance upon the termination Stockholder's execution and delivery of this Agreement. (b) Each Shareholder hereby Stockholder represents that any proxies heretofor heretofore given in respect of such Shareholder’s Stockholder's Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder Stockholder under this Agreement. Each Shareholder Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 212(e) of the LBCADGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each The Shareholder hereby irrevocably grants to, and appoints, Parent CytRx and Jack ▇. ▇▇▇▇▇▇▇, ▇▇esident of CytRx, and Mark ▇. ▇▇▇▇▇▇▇▇, ▇▇ief Financial Officer of CytRx, in their respective capacities as officers of CytRx, and any individual designated in writing by Parentwho shall hereafter succeed to any such office of CytRx, and each of them individually, such the Shareholder’s 's proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such the Shareholder, to attend any meeting of vote the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof's Shares, or grant a consent or approval in respect of such Shareholder’s Subject SharesShares (i) in favor of each of the matters contemplated by the Merger and Contribution Agreement, in a manner consistent with the provisions of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this Agreementand (ii) against any Competing Transaction. (b) Each The Shareholder hereby represents that any proxies heretofor heretofore given in respect of such the Shareholder’s Subject 's Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 is given in connection with the execution of the Merger and Contribution Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such the Shareholder under this Agreement. Each The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each The Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 1759 of the LBCAPennsylvania Business Corporation Act as a proxy coupled with an interest.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) In furtherance of Section 1 hereof: 2.1 Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent the General Counsel of the Company and any individual designated in writing by Parenteach member of the Special Committee, and each of them individuallythem, or such Shareholderother person as the Special Committee may designate from time to time, as the Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderStockholder, to attend vote all of the shares of Company Common Stock owned by such Stockholder at any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders Stockholders of the Company, or at any adjournment thereof, solely for the purpose of voting in favor of the adoption of the Merger Agreement, in the event that such Stockholder fails for any reason to be present (in person or by proxy) and vote (or cause to vote be voted) all of its shares of Company Common Stock then owned by such Shareholder’s Subject Shares at any meeting of shareholders Stockholder in favor of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect adoption of the Merger Agreement. Such attorney-in-fact may evidence the voting of such Shareholder’s Subject Shares, shares of Company Common Stock by the execution of any document or instrument for such purpose in a manner consistent with the provisions name of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this Agreementsuch Stockholder. (b) 2.2 Each Shareholder Stockholder hereby represents that any proxies heretofor given in respect of the shares of Company Common Stock owned by such Shareholder’s Subject Shares Stockholder prior to the granting of the proxy set forth in this Agreement are not irrevocable, and that all any such proxies are hereby revoked. (c) 2.3 Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 2 is given in connection with with, and in consideration of, the execution terms of the Merger Agreement, Agreement and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder Stockholder under this Agreement. Each Shareholder Stockholder hereby further affirms that the this irrevocable proxy is coupled with an interest and may under no circumstances be revoked, provided that this proxy shall terminate at the earlier of (i) the time that the Company Stockholder Approval has been obtained or (ii) termination of this Agreement in accordance with Section 5.1, in each case automatically without any further action required by any person. Each Shareholder Stockholder hereby ratifies and confirms all that such irrevocable the proxy and attorney-in-fact appointed pursuant to this Section 2 may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended pursuant to be irrevocable in accordance with the provisions of this Section 1-722.D of the LBCA2.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder The Stockholder hereby irrevocably grants to, and appoints, Parent and any individual designated in writing by ParentHarry Hopper, Partner of Columbia Ca▇▇▇▇▇ ▇▇▇ ("Columbia Capital"), and each Jeff Patterson, Partner of Columbia ▇▇▇▇▇▇▇, ▇▇▇ ▇ach of them individually, in their respective capacities as officers of Columbia Capital, and any individual who shall hereafter succeed such Shareholder’s person in such office at Columbia Capital, the Stockholder's proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholderthe Stockholder, to attend vote the Stockholder's Shares at any meeting of stockholders of DSLN (including without limitation the shareholders of DSLN Stockholders Meeting), or at any adjournment thereof or in any other circumstances upon which a vote, agreement, consent or other approval is sought, on the Company on behalf of the Shareholder with respect matters set forth in Section 2 hereof; provided, however, that such vote shall be restricted to the matters set forth in Section 3(a), to include 2 and such Shareholder’s Subject Shares vote shall be an affirmative vote in any computation for purposes of establishing a quorum at any such meeting favor of the shareholders transactions contemplated by the Purchase Agreement, including the Required Stockholder Approvals. Such attorney-in-fact may evidence the taking of any action, giving of any consent or the voting of the Company, and to vote all Shares by the execution of any document or instrument for such Shareholder’s Subject Shares at any meeting of shareholders purpose in the name of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect of such Shareholder’s Subject Shares, in a manner consistent with the provisions of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this AgreementStockholder. (b) Each Shareholder hereby represents that any proxies heretofor given in respect of such Shareholder’s Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 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 such Shareholder the Stockholder under this Agreement. Each Shareholder The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D of the LBCASUCH IRREVOCABLE PROXY IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 212 OF THE DELAWARE GENERAL CORPORATION LAW.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder The Stockholder hereby irrevocably grants to, and appoints, Parent Embarcadero I and ▇▇▇▇ ▇▇▇▇▇▇, in his capacity as an officer of such Purchaser, and any individual designated in writing by Parentwho shall hereafter succeed to any such office of such Purchaser, and each of them individually, as such Shareholder’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 such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include vote such Shareholder’s Stockholder's Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject SharesShares against (i) any Alternative Transaction, (ii) any amendment of Parent's certificate of incorporation or by-laws or other proposal or transaction involving Parent, which amendment or other proposal or transaction could impede, frustrate, prevent or nullify the Purchase Agreement or the Related Documents or any of the transactions contemplated thereby or change in a any manner consistent with the provisions voting rights of Section 3(a)any class of Parent's capital stock, or (iii) any action that could cause Parent to breach any representation, warranty or covenant contained in the Purchase Agreement or the Related Documents. The proxy granted in pursuant to this Section 4 5(a) shall expire terminate upon the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 9. (b) The Stockholder represents that there are no proxies heretofore given in respect of the Stockholder's Subject Shares. The Stockholder further covenants not to grant any such proxies to any Person during the term of this Agreement. (b) Each Shareholder hereby represents that any proxies heretofor given in respect of such Shareholder’s Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 5 is given in connection with the execution and delivery of the Merger Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder the Stockholder under this Agreement. Each Shareholder The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder The Stockholder hereby ratifies and confirms all that the holder of such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D of the LBCA.705(e)

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Subject to the last sentence of subsection (c) hereunder, Stockholder hereby irrevocably grants toto and appoints the President and the Chief Financial Officer of Delphax and each of their designees (individually, an "Authorized Party" and appointscollectively, Parent and any individual designated in writing by Parentthe "Authorized Parties"), and each of them individually, such Shareholder’s as Stockholder's proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderStockholder, to attend vote the Shares and any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofAdditional Shares, or grant a consent execute one or more written consents or approval in respect of such Shareholder’s Subject the Shares and any Additional Shares, (i) in favor of the approval of the Agreement and the approval of the transactions contemplated by the Agreement; (ii) against any action or agreement that would result in a manner consistent with breach of any covenant or any other obligation or agreement of Delphax or Delphax Canada under the provisions Agreement or in a breach in any material respect of Section 3(a). The proxy granted any representation or warranty of Delphax or Delphax Canada in this Section 4 shall expire upon the termination of this Agreement. (b) Each Shareholder hereby Stockholder represents that any proxies heretofor heretofore given in respect of such Shareholder’s Subject the Shares are not irrevocablerevocable, and that all any such proxies have been or are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 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 such Shareholder under Stockholder in accordance with this Agreement. Each Shareholder Stockholder hereby further affirms that the irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revoked, except as otherwise provided in this Agreement. Each Shareholder Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of Minnesota law. Such irrevocable proxy shall be valid until the termination of this Agreement pursuant to Section 1-722.D of the LBCA.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent Newco and ▇▇▇▇ ▇▇▇▇▇▇, in his capacity as an officer of Newco, and any individual designated in writing by Parent, and each who shall hereafter succeed to any such office of them individuallyNewco, such Shareholder’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 such ShareholderStockholder, (i) to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include vote such Shareholder’s Stockholder's Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof, or grant a consent or approval with respect to the Merger and the adoption by the Company of the Merger Agreement and (ii) to vote such Stockholder's Subject Shares against (x) any Alternative Transaction, (y) any amendment of the Company's certificate of incorporation 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 respect any manner the voting rights of such Shareholder’s Subject Sharesany class of Company Common Stock, or (z) any action that would cause the Company to breach any representation, warranty or covenant contained in a manner consistent with the provisions of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this Merger Agreement. (b) Each Shareholder hereby Stockholder represents that any there are no proxies heretofor heretofore given in respect of such Shareholder’s Stockholder's Subject Shares are not irrevocable, and that all such proxies are hereby revokedShares. (c) Each Shareholder Stockholder hereby affirms that the each irrevocable proxy set forth in granted pursuant to this Section 4 Article IV is given in connection with the execution of the Merger Agreement, and that each such irrevocable proxy is given to secure the performance of the duties of such Shareholder the Stockholder under this Agreement. Each Shareholder Such Stockholder hereby further affirms that the each such irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder Stockholder hereby ratifies and confirms all that such the holder of each irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 212(e) of the LBCADelaware General Corporation Law (the "Delaware Statute"); ---------------- provided, that each such irrevocable proxy shall terminate upon termination of this Agreement pursuant to Article VIII.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent Beta and any other individual designated in writing by ParentBeta, and each of them individually, such ShareholderStockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting vote during the term of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote this Agreement all of such ShareholderStockholder’s Subject Shares at any annual or special meeting of shareholders stockholders of the Company Sigma or any adjournment or postponement thereof and to act by written consent in lieu of any meeting of stockholders, (i) in favor of the adoption of the Merger Agreement and the approval of the terms thereof, or grant a consent or the Merger and each of the other transactions contemplated by the Merger Agreement and the approval of the Share Issuance in respect of such Shareholder’s Subject Shares, in a manner consistent accordance with the provisions terms of Section 3(a)) 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. Each Stockholder agrees that immediately after execution of this Agreement, an executed copy of this Agreement shall be filed with the secretary of Sigma. (b) Each Shareholder hereby Stockholder represents that any proxies heretofor heretofore given in respect of such ShareholderStockholder’s Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder Stockholder under this Agreement. Each Shareholder Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revokedrevoked during the term of this Agreement. Each Shareholder Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done during the term of this Agreement by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable during the term of this Agreement in accordance with the provisions of Section 1-722.D 212(e) of the LBCADGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent and Jame▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Pete▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇ their respective capacities as officers of Parent, and any individual designated in writing by who shall hereafter succeed to any such office of Parent, and each of them individually, such Shareholder’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 such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include vote such Shareholder’s Stockholder's Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject SharesShares against (i) any Takeover Proposal or (ii) any amendment of the Company's Certificate of Incorporation or Bylaws, in a manner consistent with or other proposal or transaction (including any consent solicitation to remove or elect any directors of the provisions Company) involving the Company which amendment or other proposal or transaction would be reasonably likely to impede, frustrate, prevent, delay or nullify the Offer, the Merger, the Merger Agreement or any of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this other transactions contemplated by the Merger Agreement. (b) Each Shareholder hereby Stockholder represents that any proxies heretofor heretofore given in respect of such Shareholder’s Stockholder's Subject Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 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 such Shareholder under Stockholder in accordance with this Agreement. Each Shareholder Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 212(e) of the LBCADelaware General Corporation Law (the "DGCL"). Such irrevocable proxy shall be valid until the earlier to occur of (i) eleven months from the date hereof or (ii) the termination of this Agreement pursuant to Section 9. (d) Any action taken by Parent pursuant to the proxy granted under Section 5(a)(ii) shall provide that the Stockholders may revoke such action effective upon termination of the Merger Agreement. 8 8

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each From and after the date hereof until the Expiration Date, subject to Section 1.5 of this Agreement and without limiting the other obligations of such Shareholder under this Agreement, each Shareholder hereby irrevocably and unconditionally grants to, and appoints, Parent and any individual up to two of Parent’s designated in writing by Parent, and each of them individually, representatives as such Shareholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholder, to attend any meeting vote or cause to be voted (including by proxy or written consent, if applicable) the Subject Shares owned by such Shareholder as of the shareholders applicable record date in accordance with the Required Votes; provided that each Shareholder’s grant of the Company on behalf of the Shareholder proxy contemplated by this Section 1.2 shall not be effective with respect to a shareholder meeting if, and only if, (i) such Shareholder has already delivered to the Company prior to such meeting at which any of the matters set forth described in Section 3(a)1.1 are to be considered, a duly executed irrevocable proxy card directing that the Subject Shares of such Shareholder be voted in accordance with the Required Votes or (ii) in the case of an action by written consent in lieu of a meeting relating to any of the matters described in Section 1.1, such Shareholder has already delivered an irrevocable consent in accordance with the Required Votes; provided, further, that any grant of such proxy and attorney-in-fact shall entitle Parent or its designee to (x) appear at such meeting or otherwise cause all of its or his Subject Shares, which it or he owns, to include such Shareholder’s Subject Shares in any computation be counted as present thereat for purposes of establishing calculating a quorum at any such meeting of and (y) vote or take action by written consent only on the shareholders of the Companymatters specified by Section 1.1(a)(ii), and each Shareholder shall retain the authority to vote on all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect of such Shareholder’s Subject Shares, in a manner consistent with the provisions of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this Agreementother matters. (b) Each Shareholder hereby represents that any proxies heretofor heretofore given in respect of such Shareholder’s the Subject Shares Shares, if any, are not irrevocablerevocable, and that hereby revokes all such proxies are hereby revokedproxies. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 1.2, if it becomes effective, is given in connection with the execution of the Merger Business Combination Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder The parties hereby further affirms affirm that the irrevocable proxy granted under this Agreement, if it becomes effective, is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable until the Expiration Date, at which time it will terminate automatically. If for any reason any proxy granted herein is not irrevocable after it becomes effective, then the Shareholder granting such proxy agrees, until the Expiration Date, to vote the Subject Shares in accordance with the provisions of Section 1-722.D of Required Votes. The parties agree that the LBCAforegoing is a binding voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Each Shareholder The Stockholder hereby irrevocably grants to, and appoints, Parent and ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of them, in their respective capacities as officers or directors of Parent, and any individual designated in writing by who shall hereafter succeed to any such office or directorship of Parent, and each of them individually, such Shareholder’s the Stockholder's proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholderthe Stockholder, to attend any meeting of vote the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(aSpecified Securities (other than Warrants), to include such Shareholder’s Subject Shares and, in any computation for purposes the case of establishing a quorum at any such meeting of the shareholders of the Company, and Fiskars to vote all of the Preferred Stock convertible into such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofSpecified Securities, or grant a consent or approval in respect of such Shareholder’s Subject Sharesthe Specified Securities, in a manner consistent with favor of the provisions of Section 3(a). The proxy granted in this Section 4 shall expire upon various transactions contemplated by the termination of this AgreementMerger Agreement (the "Transactions") and against any Acquisition Transaction. (bii) Each Shareholder hereby The Stockholder represents that any proxies heretofor heretofore given in respect of such Shareholder’s Subject Shares the Stockholder's Option Securities (other than Warrants) are not irrevocable, and that all any such proxies are hereby revoked. (ciii) Each Shareholder The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 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 such Shareholder the Stockholder under this Agreement. Each Shareholder The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 212(e) of the LBCADelaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Each Shareholder hereby irrevocably grants to, and appointsappoints Edwa▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Stev▇▇ ▇. ▇▇▇▇▇▇ ▇▇ either of them, Parent in their respective capacities as officers of Parent, and any individual designated in writing who shall hereafter succeed to any such office held by such individuals with Parent, and each of them individually, and also irrevocably grants to, and appoints Parent, such Shareholder’s 's proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such the Shareholder, to attend any meeting of vote the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject Sharesthe Shares in favor of the transactions contemplated hereby or by the Merger Agreement, in a manner consistent with the provisions of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this Agreementand against any Acquisition Proposal. (bii) Each Shareholder hereby represents that any proxies heretofor heretofore given in respect of such the Shareholder’s Subject 's Shares are not irrevocable, and that all any such proxies are hereby revoked. (ciii) Each Shareholder understands and acknowledges that Parent and the Purchaser are entering into the Merger Agreement in reliance upon such Shareholder's execution and delivery of this Agreement. Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 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 such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each Shareholder agrees immediately to deliver to Parent, upon its request, all certificates representing all of such Shareholder's Shares for the purpose of noting such irrevocable proxy on such certificates. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D C of the LBCA.Article 2.29

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent and James R. Utaski and Peter S. Galloway, in their respectiv▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ offic▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇ any individual designated in writing by who shall hereafter succeed to any such office of Parent, and each of them individually, such Shareholder’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 such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include vote such Shareholder’s Stockholder's Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject SharesShares against (i) any Takeover Proposal or (ii) any amendment of the Company's Certificate of Incorporation or Bylaws, in a manner consistent with or other proposal or transaction (including any consent solicitation to remove or elect any directors of the provisions Company) involving the Company which amendment or other proposal or transaction would be reasonably likely to impede, frustrate, prevent, delay or nullify the Offer, the Merger, the Merger Agreement or any of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this other transactions contemplated by the Merger Agreement. (b) Each Shareholder hereby Stockholder represents that any proxies heretofor heretofore given in respect of such Shareholder’s Stockholder's Subject Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 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 such Shareholder under Stockholder in accordance with this Agreement. Each Shareholder Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 212(e) of the LBCADelaware General Corporation Law (the "DGCL"). Such irrevocable proxy shall be valid until the earlier to occur of (i) eleven months from the date hereof or (ii) the termination of this Agreement pursuant to Section 9. (d) Any action taken by Parent pursuant to the proxy granted under Section 5(a)(ii) shall provide that the Stockholders may revoke such action effective upon termination of the Merger Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each a. The Shareholder hereby irrevocably grants to, and appoints, Parent STH and Paul ▇. ▇▇▇▇▇▇▇ ▇▇▇ividually and in his capacity as an officer of STH, and any individual designated in writing by Parentwho shall hereafter succeed to such office of STH, and each of them individually, such the Shareholder’s 's proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such the Shareholder, to attend vote any meeting shares of the shareholders of the Company HHTI Stock acquired by Shareholder on behalf of the Shareholder with respect or prior to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation record date for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShareholders Meeting, 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 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 Subject Shares's rights or increase the Shareholder's obligations thereunder, in a manner consistent with the provisions of Section 3(a)and (ii) against any Competing Transaction. The proxy granted in pursuant to this Section 4 5 shall expire upon be strictly limited to the termination matters set forth herein and the Shareholder shall have the right to vote any shares of this AgreementHHIT Common Stock owned by him with respect to all other matters. (b) Each Shareholder hereby represents that any proxies heretofor given in respect of such Shareholder’s Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each b. The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 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 such the Shareholder under this Agreement. Each The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each The Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D of the LBCAVirginia law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder hereby irrevocably grants to, and appoints, Parent ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, in their respective capacities as officers of CPI, and any individual designated in writing by Parentwho shall hereafter succeed to any such office of CPI, and each of them individually, such Shareholder’s 's proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include vote such Shareholder’s 's Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject SharesShares (i) in favor of the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement and (ii) against any Business Combination Proposal or amendment of Zytec's Articles of Incorporation or By-laws, or other proposal or transaction (including any consent solicitation to remove or elect any directors of Zytec) involving Zytec which amendment or other proposal or transaction could be reasonably likely to impede, frustrate, prevent or nullify, or result in a manner consistent breach of any covenant, representation or warranty or any other obligation or agreement of Zytec under or with respect to, the provisions Merger, the Merger Agreement or any of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this other transactions contemplated by the Merger Agreement. (b) Each Such Shareholder hereby represents that any proxies heretofor heretofore given in respect of such Shareholder’s Subject 's Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Such Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 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 such the Shareholder under this Agreement. Each Such Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Such Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 302A.449 of the LBCAMinnesota Business Corporation Act. Notwithstanding the foregoing, such irrevocable proxy shall terminate and be of no force and effect upon termination of the Restriction Period.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent A▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and any other individual who shall hereafter be designated in writing by Parent, and each of them individuallythe Company, such ShareholderStockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include vote such ShareholderStockholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, at any meeting of stockholders of the Company or at any adjournment thereof or in a manner consistent any other circumstances upon which their vote, consent or other approval is sought, in favor of the issuance of the Resulting Shares, the issuance of the COD Shares, the approval and adoption of the COD Amendment and the approval of any other transactions contemplated by the Restructuring Agreement, in accordance with the provisions of terms hereof, but subject in all respects to Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this Agreement7 hereof. (b) Each Shareholder hereby Stockholder represents that any existing proxies heretofor given in respect of such ShareholderStockholder’s Subject Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 is given in connection with the execution of the Merger Restructuring Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder Stockholder under this Agreement. Each Shareholder Such 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. Each Shareholder Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such 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 1-722.D of the LBCA7 herein, at which time such irrevocable proxy shall terminate.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder From and after the date hereof until the Expiration Date, the Stockholder hereby irrevocably and unconditionally grants to, and appoints, Parent the Buyer and any individual designated designee of the Buyer (determined in writing by Parent, and each of them individually, such Shareholderthe Buyer’s sole discretion) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholderthe Stockholder, to attend any meeting of vote or cause to be voted (including by proxy or written consent, if applicable) the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth Securities in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect of such Shareholder’s Subject Shares, in a manner consistent accordance with the provisions of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this AgreementRequired Votes. (b) Each Shareholder The Stockholder hereby represents that any proxies heretofor heretofore given in respect of such Shareholder’s Subject Shares the Securities, if any, are not irrevocablerevocable, and that all hereby revokes such proxies are hereby revokedproxies. (c) Each Shareholder The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 2.2 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 such Shareholder the Stockholder under this Agreement. Each Shareholder The Stockholder hereby further affirms that the irrevocable proxy set forth in this Section 2.2 is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such sufficient in law to support an irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy and, until the occurrence of the Expiration Date, is executed and intended to be irrevocable and binding upon any permitted transferees, distributees, successors or assigns. If during the term of this Agreement for any reason the proxy granted herein is not irrevocable, then the Stockholder agrees, until the Expiration Date, to vote the Securities (or cause the Securities to be voted) in accordance with the provisions subparagraphs (a) through (g) of Section 1-722.D 2.1 above, as instructed by the Buyer in writing. The parties agree that the foregoing is a voting agreement. (d) The power of attorney granted by the Stockholder herein is a durable power of attorney and shall, to the extent applicable, survive the administration, receivership or any similar proceeding of the LBCAStockholder. (e) The irrevocable proxy and power of attorney granted by the Stockholder in this Section 2.2 shall not be terminated by any act of the Stockholder or by operation of Law and shall automatically expire upon the termination of this Agreement. (f) The Buyer hereby acknowledges and agrees that the proxy set forth in this Section 2.2 shall not be exercised to vote, consent or act on any matter except as specifically contemplated by Section 2.1 and the Buyer agrees not to exercise the proxy granted herein for any purpose other than the purposes described in Section 2.1.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder, during the term of this Agreement, hereby irrevocably grants to, and appoints, Parent and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, its Vice President--Assistant General Counsel, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, its Assistant Secretary and Senior Counsel and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, its Vice President of Corporate Development, in their respective capacities as designees of Parent, and any individual designated in writing by who shall hereafter succeed to any such office of Parent, and each of them individually, such Shareholder’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 such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Stockholder's Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, (i) in a manner consistent favor of adoption of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement, (ii) against any Takeover Proposal or other Frustrating Transaction and (iii) otherwise in accordance with Section 3 of this Agreement. Such Stockholder understands and acknowledges that Parent is entering into the provisions of Section 3(a). The proxy granted Merger Agreement in this Section 4 shall expire reliance upon the termination Stockholder's execution and delivery of this Agreement. (b) Each Shareholder hereby Stockholder represents that any proxies heretofor heretofore given in respect of such Shareholder’s Stockholder's Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder Stockholder under this Agreement. Each Shareholder Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances circum stances be revoked. Each Shareholder Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 212(e) of the LBCADGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder ------------------------------------------------- Stockholder hereby irrevocably grants to, and appoints, Parent Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in his capacity as an officer of Purchaser, and any individual designated in writing by Parentwho shall hereafter succeed to such office of Purchaser, and each of them individually, such Shareholder’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 such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include vote such Shareholder’s Stockholder's Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s Subject SharesShares (i) in connection with any of the matters set forth in Sections - 3(a) and 3(b), and (ii) against any transaction or proposal that would be -- reasonably likely to result in a manner consistent breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to the provisions Merger Agreement (as it may be amended from time to time, provided such amendment is not materially adverse to such Stockholder), the Option Agreement, the Merger or any of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this transactions contemplated by the Merger Agreement or the Option Agreement. (b) Each Shareholder hereby Such Stockholder represents that any proxies heretofor heretofore given in respect of such Shareholder’s Stockholder's Subject Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 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 such Shareholder the Stockholder under this Agreement. Each Shareholder Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D 212(e) of the LBCADGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each The Shareholder hereby irrevocably grants to, and appoints, Parent Parent, Sub and any individual designated in writing by Parent, and each of them individually, such the Shareholder’s 's proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such the Shareholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s the Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofShares, or grant a consent or approval in respect of such Shareholder’s the Subject Shares, (i) in a manner consistent favor of the approval of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement, (ii) against any Takeover Proposal or other Frustrating Transaction and (iii) otherwise in accordance with the provisions of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination 3 of this Agreement. The Shareholder understands and acknowledges that Parent and Sub are entering into the Merger Agreement in reliance upon the Shareholder's execution and delivery of this Agreement. For avoidance of doubt, this provision shall not apply to any Subject Shares that cease to be owned by the Shareholder following the exercise of rights by third parties under the agreements listed on Schedule B(2) hereto. (b) Each The Shareholder hereby represents that any proxies heretofor heretofore given in respect of such Shareholder’s the Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 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 such the Shareholder under this Agreement. Each The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each The Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 179-722.D 4-7.22 of the LBCAMBCA. (d) The proxy granted in this Section 4 shall automatically expire upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, appoints Parent and any individual designated in writing by Parent, and each of them individually, such Shareholder’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 such ShareholderStockholder, to attend any meeting vote the Tender Shares to approve and vote in favor of the shareholders of Offer, the Company on behalf of Merger Agreement and the Shareholder with respect to transactions contemplated by the matters set forth in Section 3(a)Merger Agreement, to include such Shareholder’s Subject Shares in against any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, Acquisition Proposal and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect of such Shareholder’s Subject Shares, in a manner consistent with the provisions of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this Agreementotherwise as contemplated by SECTION 1.2. (b) Each Shareholder hereby Stockholder severally (and not jointly) represents that any proxies heretofor heretofore given in respect of such Shareholder’s Subject the Tender Shares are not irrevocablerevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder Stockholder severally (and not jointly) understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder severally (and not jointly) hereby affirms that the irrevocable proxy set forth in this Section 4 SECTION 1.3 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 such Shareholder under this Agreement. Each Shareholder 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 2. Each Shareholder Stockholder severally (and not jointly) hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST AND, EXCEPT AS SET FORTH IN SECTION 2, IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 78.355 OF THE NEVADA REVISED STATUTES. Each Stockholder shall execute and deliver to Parent any proxy cards that such irrevocable proxy is executed and intended Stockholder receives to be irrevocable vote in accordance with the provisions of Section 1-722.D favor of the LBCAconsummation 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) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, appoints Parent and any individual designated in writing by Parent, and each of them individually, such Shareholder’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 such ShareholderStockholder, to attend any meeting vote the Tender Shares to approve and vote in favor of the shareholders of Offer, the Company on behalf of Merger Agreement and the Shareholder with respect to transactions contemplated by the matters set forth in Merger Agreement, against any Acquisition Proposal and otherwise as contemplated by Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect of such Shareholder’s Subject Shares, in a manner consistent with the provisions of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this Agreement1.2. (b) Each Shareholder hereby Stockholder severally (and not jointly) represents that any proxies heretofor heretofore given in respect of such Shareholder’s Subject the Tender Shares are not irrevocablerevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder Stockholder severally (and not jointly) understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder severally (and not jointly) hereby affirms that the irrevocable proxy set forth in this Section 4 1.3 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 such Shareholder under this Agreement. Each Shareholder 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 2. Each Shareholder Stockholder severally (and not jointly) hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST AND, EXCEPT AS SET FORTH IN SECTION 2, IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 78.355 OF THE NEVADA REVISED STATUTES. Each Stockholder shall execute 3 4 and deliver to Parent any proxy cards that such irrevocable proxy is executed and intended Stockholder receives to be irrevocable vote in accordance with the provisions of Section 1-722.D favor of the LBCAconsummation 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) Each a. The Shareholder hereby irrevocably grants to, and appoints, Parent STH and Paul ▇. ▇▇▇▇▇▇▇, ▇▇dividually and in his capacity as an officer of STH, and any individual designated in writing by Parentwho shall hereafter succeed to such office of STH, and each of them individually, such the Shareholder’s 's proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such the Shareholder, to attend any meeting of vote the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof'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 approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, including the amendment and restatement of the Articles of Incorporation and Bylaws of HHTI, as set forth on Exhibits M and N to the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to materially and adversely impair the Shareholder’s Subject Shares's rights or increase the Shareholder's obligations thereunder, in a manner consistent with the provisions of Section 3(a)and (ii) against any Competing Transaction. The proxy granted in pursuant to this Section 4 shall expire upon be strictly limited to the termination of this Agreementmatters set forth herein and the Shareholder shall have the right to vote the Shareholder's Shares with respect to all other matters. (b) Each b. The Shareholder hereby represents that any proxies heretofor heretofore given in respect of such the Shareholder’s Subject 's Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each c. The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 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 such the Shareholder under this Agreement. Each The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each The Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D laws of the LBCACommonwealth of Virginia.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder The Stockholder hereby irrevocably grants to, and appoints, Parent ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chief Executive Officer of Healtheon/WebMD, W. ▇▇▇▇▇▇▇ ▇▇▇▇, Chairman and Chief Operating Officer of Healtheon/WebMD, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President of Healtheon/WebMD, and ▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President of Healtheon/WebMD, or any one of them, in their respective capacities as officers of Healtheon/WebMD, and any individual designated in writing by Parentwho shall hereafter succeed to any such office of Healtheon/WebMD, and each of them individually, such Shareholder’s the Stockholder's proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholderthe Stockholder, to attend vote the Stockholder's Shares at any meeting of the shareholders stockholders of Company (including without limitation the Company Stockholders Meeting), or at any adjournment thereof or in any other circumstances upon which a vote, agreement, consent or other approval is sought, on behalf of the Shareholder with respect to the matters set forth in Section 3(a)2 hereof and to request in writing in accordance with the Bylaws of Company, to include such Shareholder’s Subject Shares in any computation for purposes or other appropriate manner, that the President or Secretary of establishing Company call a quorum at any such special meeting of the shareholders stockholders of Company to vote on the matters set forth in Section 2 hereof. Such attorney-in-fact may evidence the taking of any action, giving of any consent or the voting of the Company, and to vote all Shares by the execution of any document or instrument for such Shareholder’s Subject Shares at any meeting of shareholders purpose in the name of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect of such Shareholder’s Subject Shares, in a manner consistent with the provisions of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this AgreementStockholder. (b) Each Shareholder hereby The Stockholder represents that any proxies heretofor given in respect of such Shareholder’s Subject the Stockholder's Shares prior to the granting of the proxy set forth in this Agreement are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 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 such Shareholder the Stockholder under this Agreement. Each Shareholder The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1-722.D of the LBCA.SUCH IRREVOCABLE PROXY IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Subject to Section 5.01, the Stockholder hereby irrevocably grants to, and appoints, Parent Mark Kaplow and Kevin Korsh, or any one of them, in their respective c▇▇▇▇▇▇▇▇▇ ▇s emp▇▇▇▇▇▇ ▇▇ ▇arent, and any individual designated in writing by who shall hereafter succeed to any such office of Parent, and each of them individually, as such Shareholder’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 such Shareholderthe Stockholder, to attend any meeting vote the Shares held at the time of the shareholders of relevant stockholder vote in the Company on behalf of the Shareholder with respect to the matters manner set forth in Section 3(a), 1.01 hereof. The Stockholder will use his reasonable efforts to include such Shareholder’s Subject cause any record holder of Shares beneficially owned by the Stockholder to grant substantially similar proxies as Parent may reasonably request in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect of such Shareholder’s Subject Shares, in a manner consistent connection with the provisions of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of Stockholder's obligations under this Agreement. (b) Each Shareholder hereby The Stockholder represents that any proxies heretofor heretofore given with respect to matters contained herein in respect of such Shareholder’s Subject the Stockholder's Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 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 the duties of such Shareholder the Stockholder under this Agreement. Each Shareholder The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and, subject to Section 5.01 and the following sentence, may under no circumstances be revoked. Each Shareholder hereby ratifies Notwithstanding the foregoing, the proxy granted hereunder shall automatically terminate, and confirms the interest with which it is coupled shall for all that such irrevocable proxy may lawfully do or cause purposes be deemed to be done by virtue hereof. Each such irrevocable proxy is executed immediately and intended forever extinguished, upon the termination of this Agreement, or upon any sale, assignment, transfer, pledge, encumberance or disposition permitted hereunder, as to be irrevocable in accordance with the provisions of Section 1-722.D of the LBCAany Shares so sold, assigned, transferred, pledged, encumbered or disposed of.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably and severally grants to, and appoints, the Parent and any individual person designated by the Parent to act in writing by Parentits place, and each of them individually, such Shareholder’s proxy and attorney-in-fact (with full power of substitution and re-substitutionresubstitution), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting of the shareholders of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include vote Shares by such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereofStockholder, or to grant a consent or approval in respect of the Shares by such Shareholder’s Subject SharesStockholder, in a manner consistent with the provisions of Section 3(a). The proxy granted in this Section 4 shall expire upon the termination of this Agreement1 hereof. (b) Each Shareholder hereby Stockholder represents and warrants that any proxies heretofor (other than the proxies contained in Section 2(a) hereof) heretofore given in respect of such Shareholder’s Subject Shares by such Stockholder are not irrevocable or if irrevocable, that, upon 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 all any such other proxies are hereby revokedrevoked to the extent necessary to effect the transactions contemplated by Section 1 hereof. Each Stockholder understands and acknowledges that the Parent is entering into the Merger Agreement in reliance upon the execution, delivery and performance of this Agreement by such Stockholder. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 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 such Shareholder under Stockholder in accordance with this Agreement. Each Shareholder Stockholder hereby further affirms that the his irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such This irrevocable proxy is executed and intended to be irrevocable in accordance with the applicable provisions of the Delaware General Corporation Law. This irrevocable proxy shall be valid until termination of this Agreement pursuant to Section 1-722.D of the LBCA8 hereof.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each During the Support Period, each Shareholder hereby irrevocably and unconditionally grants to, and appoints, Parent the Buyer and any individual designated in writing by Parent, and each of them individually, designee thereof as such Shareholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholder, to attend any meeting vote or cause to be voted (including by proxy or written consent, if applicable) the Owned Shares owned by such Shareholder as of the shareholders applicable record date in accordance with Section 3 of this Agreement; provided that each Shareholder grant of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect of such Shareholder’s Subject Shares, in a manner consistent with the provisions of Section 3(a). The proxy granted in contemplated by this Section 4 shall expire upon be effective if, and only if, such Shareholder has not delivered to the termination Company prior to the meeting at which any of the matters described in Section 4 are to be considered, a duly executed irrevocable proxy card directing that the Owned Shares of such Shareholder be voted in accordance with Section 3 of this Agreement. (b) Each Shareholder hereby represents ; provided, further, that any proxies heretofor given in respect grant of such Shareholder’s Subject Shares are not irrevocableproxy shall only entitle the Buyer or its designee to vote on the matters specified by Section 3, and that each Shareholder shall retain the authority to vote on all such proxies are hereby revoked. (c) other matters. Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 4, if it becomes effective, is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder The parties hereby further affirms affirm that the irrevocable proxy proxy, if it becomes effective, is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable until the end of the Support Period, at which time it will terminate automatically. If for any reason any proxy granted herein is not irrevocable after it becomes effective, then the Shareholder granting such proxy agrees, until the end of the Support Period, to vote the Owned Shares in accordance with Section 3 of this Agreement. The parties agree that the provisions of Section 1-722.D of the LBCAforegoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each During the Support Period, each Shareholder hereby irrevocably and unconditionally grants to, and appoints, Parent and any individual designated in writing by Parent, and each of them individually, designee thereof as such Shareholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholder, to attend any meeting vote or cause to be voted (including by proxy or written consent, if applicable) the Owned Shares owned by such Shareholder as of the shareholders applicable record date in accordance with Section 3 of this Agreement; provided that each Shareholder grant of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect of such Shareholder’s Subject Shares, in a manner consistent with the provisions of Section 3(a). The proxy granted in contemplated by this Section 4 shall expire upon be effective if, and only if, such Shareholder has not delivered to BKYF prior to the termination meeting at which any of the matters described in Section 4 are to be considered, a duly executed irrevocable proxy card directing that the Owned Shares of such Shareholder be voted in accordance with Section 3 of this Agreement. (b) Each Shareholder hereby represents ; provided, further, that any proxies heretofor given in respect grant of such Shareholder’s Subject Shares are not irrevocableproxy shall only entitle Parent or its designee to vote on the matters specified by Section 3, and that each Shareholder shall retain the authority to vote on all such proxies are hereby revoked. (c) other matters. Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 4, if it becomes effective, is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder The parties hereby further affirms affirm that the irrevocable proxy proxy, if it becomes effective, is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable until the end of the Support Period, at which time it will terminate automatically. If for any reason any proxy granted herein is not irrevocable after it becomes effective, then the Shareholder granting such proxy agrees, until the the end of the Support Period, to vote the Owned Shares in accordance with Section 3 of this Agreement. The parties agree that the provisions of Section 1-722.D of the LBCAforegoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each During the Support Period, each Shareholder hereby irrevocably and unconditionally grants to, and appoints, Parent ABCB and any individual designated in writing by Parent, and each of them individually, designee thereof as such Shareholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholder, to attend any meeting vote or cause to be voted (including by proxy or written consent, if applicable) the Owned Shares owned by such Shareholder as of the shareholders applicable record date in accordance with Section 3 of this Agreement; provided, however, that each Shareholder’s grant of the Company on behalf of the Shareholder with respect to the matters set forth in Section 3(a), to include such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company, and to vote all of such Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect of such Shareholder’s Subject Shares, in a manner consistent with the provisions of Section 3(a). The proxy granted in contemplated by this Section 4 shall expire upon be effective if, and only if, such Shareholder has not delivered to JAXB prior to the termination meeting at which any of the matters described in Section 3 are to be considered, a duly executed irrevocable proxy card directing that the Owned Shares of such Shareholder be voted in accordance with Section 3 of this Agreement. (b) Each Shareholder hereby represents that any proxies heretofor given in respect of such Shareholder’s Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) . Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 4, if it becomes effective, is coupled with an interest and is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder The parties hereby further affirms affirm that the irrevocable proxy proxy, if it becomes effective, is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable until the end of the Support Period, at which time it will terminate automatically. If for any reason any proxy granted herein is not irrevocable after it becomes effective, then the Shareholder granting such proxy agrees, until the end of the Support Period, to vote the Owned Shares in accordance with Section 3 of this Agreement. The parties agree that the provisions foregoing is a voting agreement. Notwithstanding anything contained herein to the contrary, this proxy shall automatically terminate and be revoked upon the termination of Section 1-722.D of the LBCAthis Agreement in accordance with its terms.