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

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER WITH RESPECT TO THE COVERED UNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIES). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 3 shall automatically expire upon the termination of this Agreement in accordance with Section 5.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER IF SHAREHOLDER FAILS TO TAKE ANY OF THE DATE HEREOF UNTIL ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE TERMINATION DATEACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, EACH COVERED UNITHOLDER THEN SHAREHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇PARENT, THE OFFICERS OF PARENT, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF PARENT, EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDERSHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY-IN-ATTORNEY IN FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO) THE TO COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING. SHAREHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEEDATE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER SHAREHOLDER WITH RESPECT TO THE COVERED UNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIES). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENTSHARES. (b) The proxy granted in this Section 3 2 shall expire automatically expire upon the termination of this Agreement in accordance with Section 5Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER SOUTHCROSS HOLDINGS PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇AMID, THE EXECUTIVE OFFICERS OF AMID AND AMID GP, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF AMID, EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDERSOUTHCROSS HOLDINGS PARTY’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY VOTING INTERESTS AS INDICATED IN ACCORDANCE WITH SECTION 21, SUBJECT TO THE LIMITATIONS CONTAINED THEREIN. EACH SOUTHCROSS HOLDINGS PARTY INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEEDATE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER SOUTHCROSS HOLDINGS PARTY WITH RESPECT TO THE COVERED UNITS VOTING INTERESTS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS THE SOUTHCROSS HOLDINGS PARTY REPRESENTING TO PARTNERSHIP THE COMPANY THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESNOT IRREVOCABLE). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 3 2 shall automatically expire upon the termination of this Agreement in accordance with Section 5Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF ANY STOCKHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 PROMPTLY OR AT ANY MEETING OF THE STOCKHOLDERS OF LIBERTY OR IN RESPONSE TO A REQUEST FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATELIBERTY FOR ACTION BY WRITTEN CONSENT WITH RESPECT TO ANY COVERED PROPOSALS, EACH COVERED UNITHOLDER then eACH STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, THE MEMBERS OF THE SPECIAL COMMITTEE AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)THEREOF, EACH OF THEM INDIVIDUALLY, UNTIL THE TERMINATION DATE, SUCH COVERED UNITHOLDERSTOCKHOLDER’S IRREVOCABLE PROXY AND ATTORNEY-IN-ATTORNEY IN FACT (WITH FULL POWER OF SUBSTITUTION AND RE-SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO) TO THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2PROPOSALS. EACH STOCKHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND UNTIL THE TERMINATION DATE. EACH COVERED UNITHOLDER SHALL STOCKHOLDER WILL, UNTIL THE TERMINATION DATE, TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH STOCKHOLDER WITH RESPECT TO VOTING THE COVERED UNITHOLDER SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO THE COVERED UNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIES). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENTPROPOSALS. (b) The Notwithstanding the foregoing, the proxy and power of attorney granted in this Section 3 2 shall expire automatically expire upon the termination of this Agreement in accordance with Section 5Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF PARENT, EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDERSTOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY SHARES AS INDICATED IN ACCORDANCE WITH SECTION 23. STOCKHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEEDATE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER STOCKHOLDER WITH RESPECT TO THE COVERED UNITS SHARES (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS STOCKHOLDER REPRESENTING TO PARTNERSHIP THE COMPANY THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESNOT IRREVOCABLE). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT TO THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH EXTENT PERMITTED BY APPLICABLE LAW, ALL AUTHORITY HEREIN CONFERRED SHALL SURVIVE THE MERGER AGREEMENTDEATH OR INCAPACITY OF STOCKHOLDER AND SHALL BE BINDING UPON THE HEIRS, ESTATE, ADMINISTRATORS, PERSONAL REPRESENTATIVES, SUCCESSORS AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE ASSIGNS OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENTSTOCKHOLDER. (b) The proxy granted in this Section 3 4 shall automatically expire and be deemed automatically revoked upon the termination of this Agreement in accordance with Section 5Termination Date.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF PARENT, EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDERSTOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT THE COVERED SHARES AS INDICATED IN SECTION 1 WITH RESPECT TO) THE TO COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2PROPOSALS. EACH STOCKHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEEDATE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER STOCKHOLDER WITH RESPECT TO THE COVERED UNITS SHARES (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS THE STOCKHOLDER REPRESENTING TO PARTNERSHIP THE COMPANY THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESNOT IRREVOCABLE). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 3 2 shall automatically expire upon the termination of this Agreement in accordance with Section 5Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER SHAREHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, AND ANY OTHER PROXY DESIGNEE QUINTILES AS SUCH SHAREHOLDER’S IRREVOCABLE (AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDER’S UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY SHARES AS INDICATED IN ACCORDANCE WITH SECTION 21. EACH SHAREHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEEDATE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER SHAREHOLDER WITH RESPECT TO THE COVERED UNITS SHARES (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS SUCH SHAREHOLDER REPRESENTING TO PARTNERSHIP QUINTILES THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESNOT IRREVOCABLE). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) It is hereby agreed that Quintiles will use the proxy granted in Section 2(a) solely in accordance with applicable Law and will only vote the Covered Shares subject to such proxy with respect to the matters and in the manner specified in Section 1. (c) The proxy granted in this Section 3 2(a) shall automatically expire terminate, and any underlying appointment shall automatically be revoked and rescinded and of no force and effect, upon the termination of this Agreement Termination Date, in accordance with Section 5each case without any further action by any party.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, PARENT AND ANY OTHER PROXY EACH INDIVIDUAL DESIGNEE (AS DEFINED ABOVE)OF PARENT, EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDERSTOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY SECURITIES AS INDICATED IN ACCORDANCE WITH SECTION 27. EACH STOCKHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEEOF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL AGREES TO TAKE SUCH FURTHER ACTION ACTIONS OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY PROXY, AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER STOCKHOLDER WITH RESPECT TO THE COVERED UNITS SECURITIES (AND EACH COVERED UNITHOLDER THE STOCKHOLDER HEREBY REPRESENTS AND WARRANTS TO PARTNERSHIP PARENT THAT ANY EACH AND EVERY SUCH OTHER PROXY PREVIOUSLY GRANTED IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESNOT IRREVOCABLE). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 3 9(a) shall automatically expire upon the termination of this Agreement in accordance with Section 5Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATEOF THIS AGREEMENT IN ACCORDANCE WITH SECTION 4 HEREOF, EACH COVERED UNITHOLDER THE STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, THE COMPANY AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF THE COMPANY, EACH OF THEM INDIVIDUALLYALONE OR TOGETHER, SUCH COVERED UNITHOLDERTHE STOCKHOLDER’S IRREVOCABLE PROXY AND ATTORNEY-IN-ATTORNEY IN FACT (WITH FULL POWER OF SUBSTITUTION) SUBSTITUTION AND RESUBSTITUTION), FOR AND IN THE STOCKHOLDER’S NAME, TO VOTE (OR EXERCISE A GRANT WRITTEN CONSENT WITH OR APPROVAL IN RESPECT TO) OF THE COVERED UNITS SOLELY SHARES IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO 1 AT ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL TAKE SUCH FURTHER ACTION MEETING OF PARENT’S STOCKHOLDERS OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES AT ANY ADJOURNMENT THEREOF OR IN ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER WITH RESPECT TO CIRCUMSTANCES UPON WHICH THEIR VOTE, WRITTEN CONSENT OR OTHER APPROVAL IS SOUGHT IN FAVOR OF THE COVERED UNITS SUPPORTED MATTERS. (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIES)b) The Stockholder agrees to take such further action or execute such other documents or certificates evidencing such proxy as the Company may reasonably request or as may be necessary to effectuate the intent of this proxy. EACH COVERED UNITHOLDER The Stockholder acknowledges receipt and review of a copy of the Merger Agreement. (c) The Stockholder represents that any proxies heretofore given in respect of the Covered Shares are not irrevocable, and that any such proxies are hereby revoked. (d) THE STOCKHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 2 IS GIVEN COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL SUCH TIME AS THIS AGREEMENT TERMINATES IN CONNECTION ACCORDANCE WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) ITS TERMS. The proxy granted in this Section 3 2 shall automatically expire upon the termination of this Agreement Agreement. (e) The Stockholder hereby affirms that the irrevocable proxy is given in accordance connection with Section 5the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. The power of attorney granted by the Stockholder is a durable power of attorney and shall survive the bankruptcy, dissolution, death or incapacity (as applicable) of the Stockholder.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATEOF THIS AGREEMENT IN ACCORDANCE WITH SECTION 4 HEREOF, EACH COVERED UNITHOLDER THE STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, PARENT AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF PARENT, EACH OF THEM INDIVIDUALLYALONE OR TOGETHER, SUCH COVERED UNITHOLDERTHE STOCKHOLDER’S IRREVOCABLE PROXY AND ATTORNEY-IN-ATTORNEY IN FACT (WITH FULL POWER OF SUBSTITUTION) SUBSTITUTION AND RESUBSTITUTION), FOR AND IN THE STOCKHOLDER’S NAME, TO VOTE (OR EXERCISE A GRANT WRITTEN CONSENT WITH OR APPROVAL IN RESPECT TO) OF THE COVERED UNITS SOLELY SHARES IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL 1 AT ANY MEETING OF THE TERMINATION DATE AND EXCEPT AS TO COMPANY’S STOCKHOLDERS OR AT ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL TAKE SUCH FURTHER ACTION ADJOURNMENT THEREOF OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES IN ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER WITH RESPECT TO CIRCUMSTANCES UPON WHICH THEIR VOTE, WRITTEN CONSENT OR OTHER APPROVAL IS SOUGHT IN FAVOR OF THE COVERED UNITS SUPPORTED MATTERS. (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIES)b) The Stockholder agrees to take such further action or execute such other documents or certificates evidencing such proxy as Parent may reasonably request or as may be necessary to effectuate the intent of this proxy. EACH COVERED UNITHOLDER The Stockholder acknowledges receipt and review of a copy of the Merger Agreement. (c) The Stockholder represents that any proxies heretofore given in respect of the Covered Shares are not irrevocable, and that any such proxies are hereby revoked. (d) THE STOCKHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 2 IS GIVEN COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL SUCH TIME AS THIS AGREEMENT TERMINATES IN CONNECTION ACCORDANCE WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) ITS TERMS. The proxy granted in this Section 3 2 shall automatically expire upon the termination of this Agreement Agreement. (e) The Stockholder hereby affirms that the irrevocable proxy is given in accordance connection with Section 5the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. The power of attorney granted by the Stockholder is a durable power of attorney and shall survive the bankruptcy, dissolution, death or incapacity (as applicable) of the Stockholder.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇ AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)DESIGNEE, EACH OF THEM INDIVIDUALLY, AS SUCH COVERED UNITHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER UNITHOLDER, AS APPLICABLE, WITH RESPECT TO THE COVERED UNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO THE PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIES). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 3 shall automatically expire upon the termination of this Agreement in accordance with Section 5Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED THE UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, J. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, SUCH COVERED THE UNITHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE ACMP CONFLICTS COMMITTEE OR THE WPZ CONFLICTS COMMITTEE, AS APPLICABLE) AND COUPLED WITH AN INTEREST AND EACH COVERED THE UNITHOLDER SHALL WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED THE UNITHOLDER WITH RESPECT TO THE COVERED UNITS (AND EACH COVERED THE UNITHOLDER HEREBY REPRESENTS TO PARTNERSHIP WPZ AND ACMP THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESREVOCABLE). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 3 shall automatically expire upon the termination of this Agreement in accordance with Section 5Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇FAZE, THE EXECUTIVE OFFICERS OF FAZE, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF FAZE, EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDERSTOCKHOLDER’S IRREVOCABLE (UNTIL THE EXPIRATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY SHARES AS INDICATED IN ACCORDANCE WITH SECTION 22.1. THIS PROXY AND POWER OF ATTORNEY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF THE STOCKHOLDER UNDER THIS AGREEMENT. THE STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEEEXPIRATION DATE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY OR AS OTHERWISE REASONABLY REQUESTED BY FAZE TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER THE STOCKHOLDER WITH RESPECT TO THE COVERED UNITS SHARES (AND EACH COVERED UNITHOLDER THE STOCKHOLDER HEREBY REPRESENTS REPRESENTING TO PARTNERSHIP FAZE THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESNOT IRREVOCABLE). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 3 2.2 shall automatically expire upon the termination of this Agreement in accordance with Section 5Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED THE UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ AND ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)DESIGNEE, EACH OF THEM INDIVIDUALLY, SUCH COVERED THE UNITHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE MLP CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED THE UNITHOLDER SHALL WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED THE UNITHOLDER WITH RESPECT TO THE COVERED UNITS (AND EACH COVERED THE UNITHOLDER HEREBY REPRESENTS TO PARTNERSHIP MLP THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESREVOCABLE). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 3 shall automatically expire upon the termination of this Agreement in accordance with Section 5Termination Date.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ AND ▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇▇ AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)DESIGNEE, EACH OF THEM INDIVIDUALLY, AS SUCH COVERED UNITHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER UNITHOLDER, AS APPLICABLE, WITH RESPECT TO THE COVERED UNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO THE PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIES). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 3 shall automatically expire upon the termination of this Agreement in accordance with Section 5Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF PARENT, EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDER’S STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE TENDER ON BEHALF OF THE STOCKHOLDER THE COVERED SHARES IF SUCH STOCKHOLDER FAILS TO TENDER SUCH COVERED SHARES WITHIN THREE (OR EXERCISE 3) BUSINESS DAYS AFTER THE RECEIPT OF A WRITTEN CONSENT WITH RESPECT TO) REQUEST FROM PARENT TO DO SO, AND TO VOTE THE COVERED UNITS SOLELY SHARES AS INDICATED IN ACCORDANCE WITH SECTION 2. EACH STOCKHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEEDATE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER STOCKHOLDER WITH RESPECT TO THE COVERED UNITS SHARES (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS THE STOCKHOLDER REPRESENTING TO PARTNERSHIP THE COMPANY THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESNOT IRREVOCABLE). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 3 shall automatically expire upon the termination Termination Date of this Agreement in accordance with Section 5Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER IF ANY SHAREHOLDER FAILS TO TAKE ANY OF THE DATE HEREOF UNTIL ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE TERMINATION DATEACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN EACH COVERED UNITHOLDER SHAREHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇PARENT, THE OFFICERS OF PARENT, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF PARENT, EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDERSHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY-IN-ATTORNEY IN FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO) THE TO COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING. EACH SHAREHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEEDATE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER SHAREHOLDER WITH RESPECT TO THE COVERED UNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIES). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENTSHARES. (b) The proxy granted in this Section 3 2 shall expire automatically expire upon the termination of this Agreement in accordance with Section 5Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)DESIGNEE, EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDER’S ’S, AS APPLICABLE, PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE GP CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER UNITHOLDER, AS APPLICABLE, WITH RESPECT TO THE COVERED UNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO THE PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESREVOCABLE). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 3 shall automatically expire upon the termination of this Agreement in accordance with Section 5Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇GAMESQUARE, THE EXECUTIVE OFFICERS OF GAMESQUARE, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF GAMESQUARE, EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDERSTOCKHOLDER’S IRREVOCABLE (UNTIL THE EXPIRATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY SHARES AS INDICATED IN ACCORDANCE WITH SECTION 22.1. THIS PROXY AND POWER OF ATTORNEY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF THE STOCKHOLDER UNDER THIS AGREEMENT. THE STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEEEXPIRATION DATE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY OR AS OTHERWISE REASONABLY REQUESTED BY GAMESQUARE TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER THE STOCKHOLDER WITH RESPECT TO THE COVERED UNITS SHARES (AND EACH COVERED UNITHOLDER THE STOCKHOLDER HEREBY REPRESENTS REPRESENTING TO PARTNERSHIP GAMESQUARE THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESNOT IRREVOCABLE). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 3 2.2 shall automatically expire upon the termination of this Agreement in accordance with Section 5Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)DESIGNEE, EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDER’S ’S, AS APPLICABLE, PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER UNITHOLDER, AS APPLICABLE, WITH RESPECT TO THE COVERED UNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO THE PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIES). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 3 shall automatically expire upon the termination of this Agreement in accordance with Section 5Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER SHAREHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF PARENT, EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDERSHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (I) ATTEND ANY AND ALL MEETINGS OF THE COMPANY’S SHAREHOLDERS, (II) VOTE, OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) ISSUE INSTRUCTIONS TO THE RECORD HOLDER TO VOTE, THE COVERED UNITS SOLELY SHARES OWNED AT THE TIME OF THE RECORD DATE FOR SUCH MEETING AS INDICATED IN SECTION 1 AT ANY AND ALL MEETINGS OF THE COMPANY’S SHAREHOLDERS AND (III) GRANT OR WITHHOLD, OR ISSUE INSTRUCTIONS TO THE RECORD HOLDER TO GRANT OR WITHHOLD, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 21, ALL WRITTEN CONSENTS WITH RESPECT TO THE COVERED SHARES OWNED AT THE TIME OF SUCH WRITTEN CONSENT AT ANY AND ALL MEETINGS OF THE COMPANY’S SHAREHOLDERS. EACH SHAREHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEEDATE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER SHAREHOLDER WITH RESPECT TO THE COVERED UNITS SHARES (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS THE SHAREHOLDER REPRESENTING TO PARTNERSHIP THE COMPANY THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESNOT IRREVOCABLE). EACH COVERED UNITHOLDER SHAREHOLDER HEREBY FURTHER AFFIRMS THAT (I) THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 1 IS GIVEN GRANTED IN CONNECTION WITH CONSIDERATION OF, AND AS AN INDUCEMENT TO, PARENT AND MERGER SUB ENTERING INTO THE MERGER AGREEMENT, AGREEMENT AND (II) THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OBLIGATIONS OF SUCH COVERED UNITHOLDER SHAREHOLDER UNDER THIS AGREEMENTSECTION 1. (b) The proxy granted in this Section 3 2 shall automatically expire upon the termination of this Agreement in accordance Agreement. (c) Each Shareholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file such proxy and any substitution or revocation with Section 5the Secretary of the Company.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF PARENT, EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDERSTOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE TENDER ON BEHALF OF THE STOCKHOLDER THE COVERED SHARES IF SUCH STOCKHOLDER FAILS TO TENDER SUCH COVERED SHARES WITHIN THREE (OR EXERCISE 3) BUSINESS DAYS AFTER THE RECEIPT OF A WRITTEN CONSENT WITH RESPECT TO) REQUEST FROM PARENT TO DO SO, AND TO VOTE THE COVERED UNITS SOLELY SHARES AS INDICATED IN ACCORDANCE WITH SECTION 2. EACH STOCKHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEEDATE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER STOCKHOLDER WITH RESPECT TO THE COVERED UNITS SHARES (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS THE STOCKHOLDER REPRESENTING TO PARTNERSHIP THE COMPANY THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESNOT IRREVOCABLE). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 3 shall automatically expire upon the termination Termination Date of this Agreement in accordance with Section 5Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER QUINTILES SHAREHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, AND ANY OTHER PROXY DESIGNEE IMS HEALTH AS SUCH QUINTILES SHAREHOLDER’S IRREVOCABLE (AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDER’S UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY SHARES AS INDICATED IN ACCORDANCE WITH SECTION 21. EACH QUINTILES SHAREHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEEDATE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER QUINTILES SHAREHOLDER WITH RESPECT TO THE COVERED UNITS SHARES (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS SUCH QUINTILES SHAREHOLDER REPRESENTING TO PARTNERSHIP IMS HEALTH THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESNOT IRREVOCABLE). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) It is hereby agreed that IMS Health will use the proxy granted in Section 2(a) solely in accordance with applicable Law and will only vote the Covered Shares subject to such proxy with respect to the matters and in the manner specified in Section 1. (c) The proxy granted in this Section 3 2(a) shall automatically expire terminate, and any underlying appointment shall automatically be revoked and rescinded and of no force and effect, upon the termination of this Agreement Termination Date, in accordance with Section 5each case without any further action by any party.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF PARENT, EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDERSTOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE, AT WHICH TIME THIS PROXY SHALL AUTOMATICALLY BE REVOKED) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY SHARES AS INDICATED IN ACCORDANCE WITH SECTION 22 HEREIN. EACH STOCKHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY DATE, AT WHICH TIME THIS PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEESHALL AUTOMATICALLY BE REVOKED) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER STOCKHOLDER WITH RESPECT TO THE COVERED UNITS SHARES (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS SUCH STOCKHOLDER REPRESENTING TO PARTNERSHIP THE COMPANY THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESNOT IRREVOCABLE). TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL AUTHORITY HEREIN CONFERRED SHALL SURVIVE THE DEATH OR INCAPACITY OF EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT STOCKHOLDER AND SHALL BE BINDING UPON THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENTHEIRS, ESTATE, ADMINISTRATORS, PERSONAL REPRESENTATIVES, SUCCESSORS, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE ASSIGNS OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENTEACH STOCKHOLDER. (b) The proxy granted in this Section 3 shall automatically expire upon the termination of this Agreement in accordance with Section 5Termination Date.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇THE SECRETARY OF THE COMPANY, TOGETHER WITH HIS OR HER DESIGNEES, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDERTHE STOCKHOLDER’S IRREVOCABLE (DURING THE TERM OF THIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTIONSUBSTITUTION AND RESUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SHARES SOLELY AS INDICATED IN ACCORDANCE WITH SECTION 21.01 HEREOF (THE “PROXY”). THE STOCKHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL DURING THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEETERM OF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER THE STOCKHOLDER WITH RESPECT TO THE COVERED UNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIES). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN SHARES IN CONNECTION WITH THE MERGER AGREEMENT, AND MATTERS DESCRIBED IN SECTION 1.01 HEREOF (THE STOCKHOLDER REPRESENTING TO THE COMPANY THAT ANY SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENTNOT IRREVOCABLE). (bii) The proxy Stockholder’s grant of the Proxy contemplated by subsection (c)(i) above shall be effective if, and only if, the Stockholder fails to vote the Covered Shares in the manner specified in Section 1.01. For the avoidance of doubt, the Proxy shall be effective for all actions by written consent of the stockholders of the Company during the term of this Agreement. (iii) The Stockholder hereby affirms that the Proxy granted in subsection (c)(i) above is given by the Stockholder in connection with, and as a material inducement to the parties thereto to enter into, the Financing Transactions. (iv) The Stockholder will not intentionally take any action or fail to take any action with the primary purpose of causing Seller to fail to recognize the Proxy granted in this Section 3 subsection (c). (v) The Proxy granted in this subsection (c) shall automatically expire upon at the termination of this Agreement in accordance with Section 5Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED THE UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇H. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, SUCH COVERED THE UNITHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE WPZ CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED THE UNITHOLDER SHALL WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED THE UNITHOLDER WITH RESPECT TO THE COVERED UNITS (AND EACH COVERED THE UNITHOLDER HEREBY REPRESENTS TO PARTNERSHIP WPZ THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESREVOCABLE). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 3 shall automatically expire upon the termination of this Agreement in accordance with Section 5.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, PARENT AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF PARENT, EACH OF THEM INDIVIDUALLYALONE OR TOGETHER, SUCH COVERED UNITHOLDERTHE STOCKHOLDER’S IRREVOCABLE PROXY AND ATTORNEY-IN-ATTORNEY IN FACT (WITH FULL POWER OF SUBSTITUTION) SUBSTITUTION AND RESUBSTITUTION), FOR AND IN THE STOCKHOLDER’S NAME, TO VOTE (OR EXERCISE A WRITTEN GRANT CONSENT WITH OR APPROVAL IN RESPECT TO) OF THE COVERED UNITS SOLELY SHARES IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL 1 AT ANY MEETING OF THE TERMINATION DATE AND EXCEPT AS TO COMPANY’S STOCKHOLDERS OR AT ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL TAKE SUCH FURTHER ACTION ADJOURNMENT THEREOF OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES IN ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER WITH RESPECT TO CIRCUMSTANCES UPON WHICH THEIR VOTE, CONSENT OR OTHER APPROVAL IS SOUGHT IN FAVOR OF THE COVERED UNITS SUPPORTED MATTERS. (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIES). EACH COVERED UNITHOLDER b) The Stockholder agrees to execute in a timely manner such documents or certificates evidencing such proxy as Parent may reasonably request. (c) The Stockholder represents that any proxies heretofore given in respect of the Covered Shares are not irrevocable, and that any such proxies are hereby revoked by entering this Agreement. (d) THE STOCKHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 2 IS GIVEN COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL SUCH TIME AS THIS AGREEMENT TERMINATES IN CONNECTION ACCORDANCE WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) ITS TERMS. The proxy granted in this Section 3 2 shall automatically expire upon the termination of this Agreement Agreement. (e) The Stockholder hereby affirms that the irrevocable proxy is given in accordance connection with Section 5the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. The power of attorney granted by the Stockholder hereof is a durable power of attorney and shall survive the bankruptcy, dissolution, death or incapacity (as applicable) of the Stockholder.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇P▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER WITH RESPECT TO THE COVERED UNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO PARTNERSHIP COMPANY THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIES). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 3 shall automatically expire upon the termination of this Agreement in accordance with Section 5.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)DESIGNEE, EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDER’S ’S, AS APPLICABLE, PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS AUDIT COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER UNITHOLDER, AS APPLICABLE, WITH RESPECT TO THE COVERED UNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO THE PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIES). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 3 shall automatically expire upon the termination of this Agreement in accordance with Section 5Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF PARENT, EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDERSTOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE, AT WHICH TIME THIS PROXY SHALL AUTOMATICALLY BE REVOKED) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY SHARES AS INDICATED IN ACCORDANCE WITH SECTION 22 HEREIN. EACH STOCKHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY DATE, AT WHICH TIME THIS PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEESHALL AUTOMATICALLY BE REVOKED) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER STOCKHOLDER WITH RESPECT TO THE COVERED UNITS SHARES THAT IS INCONSISTENT WITH SUCH PROXY (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS SUCH STOCKHOLDER REPRESENTING TO PARTNERSHIP PARENT THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESNOT IRREVOCABLE). TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL AUTHORITY HEREIN CONFERRED SHALL SURVIVE THE DEATH OR INCAPACITY OF EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT STOCKHOLDER AND SHALL BE BINDING UPON THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENTHEIRS, ESTATE, ADMINISTRATORS, PERSONAL REPRESENTATIVES, SUCCESSORS, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE ASSIGNS OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENTEACH STOCKHOLDER. (b) The proxy granted in this Section 3 shall automatically expire upon the termination of this Agreement in accordance with Section 5Termination Date.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER QUINTILES SHAREHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, AND ANY OTHER PROXY DESIGNEE IMS HEALTH AS SUCH QUINTILES SHAREHOLDER’S IRREVOCABLE (AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDER’S UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY SHARES AS INDICATED IN ACCORDANCE WITH SECTION 21. THE QUINTILES SHAREHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEEDATE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER QUINTILES SHAREHOLDER WITH RESPECT TO THE COVERED UNITS SHARES (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS SUCH QUINTILES SHAREHOLDER REPRESENTING TO PARTNERSHIP IMS HEALTH THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESNOT IRREVOCABLE). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) It is hereby agreed that IMS Health will use the proxy granted in Section 2(a) solely in accordance with applicable Law and will only vote the Covered Shares subject to such proxy with respect to the matters and in the manner specified in Section 1. (c) The proxy granted in this Section 3 2(a) shall automatically expire terminate, and any underlying appointment shall automatically be revoked and rescinded and of no force and effect, upon the termination of this Agreement Termination Date, in accordance with Section 5each case without any further action by any party.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER SUPPORTING PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, AMID AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF AMID, EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDERSUPPORTING PARTY’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION ARTICLE 2; PROVIDED THAT NOTWITHSTANDING THE GRANT OF THIS IRREVOCABLE PROXY, EACH SUPPORTING PARTY MAY VOTE ITS COVERED UNITS IN ACCORDANCE WITH ARTICLE 2 BY PROXY OR OTHERWISE. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE AMID CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL SUCH SUPPORTING PARTY WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER ANY SUPPORTING PARTY WITH RESPECT TO THE COVERED UNITS (AND EACH COVERED UNITHOLDER OF THE SUPPORTING PARTIES HEREBY REPRESENTS TO PARTNERSHIP AMID THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESREVOCABLE). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 3 shall automatically expire upon the termination of this Agreement in accordance with Section 5.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇ ▇▇▇▇ AND ▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇ AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)DESIGNEE, EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER WITH RESPECT TO THE COVERED UNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO THE PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIES). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 3 shall automatically expire upon the termination of this Agreement in accordance with Section 5Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER SHAREHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)DESIGNEE, EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDER’S SHAREHOLDER’S, AS APPLICABLE, PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SHARES SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL SHAREHOLDER WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER SHAREHOLDER, AS APPLICABLE, WITH RESPECT TO THE COVERED UNITS SHARES (AND EACH COVERED UNITHOLDER SHAREHOLDER HEREBY REPRESENTS TO THE PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESREVOCABLE). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 3 shall automatically expire upon the termination of this Agreement in accordance with Section 5Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, D. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇, ▇▇ AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)DESIGNEE, EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDER’S ’S, AS APPLICABLE, PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 22 OF THIS AGREEMENT. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE GP CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER UNITHOLDER, AS APPLICABLE, WITH RESPECT TO THE COVERED UNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO THE PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIES). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 3 shall automatically expire upon the termination of this Agreement in accordance with Section 5Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED THE UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇H. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, SUCH COVERED THE UNITHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE WPZ CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED THE UNITHOLDER SHALL WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED THE UNITHOLDER WITH RESPECT TO THE COVERED UNITS (AND EACH COVERED THE UNITHOLDER HEREBY REPRESENTS TO PARTNERSHIP WPZ THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESREVOCABLE). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 3 shall automatically expire upon the termination of this Agreement in accordance with Section 5Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER ONLY IN THE DATE HEREOF UNTIL EVENT STOCKHOLDER DOES NOT COMPLY WITH THE TERMINATION DATEPROVISIONS OF THIS AGREEMENT, EACH COVERED UNITHOLDER STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF PARENT, EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDERSTOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE FOR AND ON BEHALF OF STOCKHOLDER, FOR AND IN THE NAME, PLACE AND STEAD OF STOCKHOLDER, TO: (I) ATTEND ANY AND ALL MEETINGS OF THE COMPANY’S STOCKHOLDERS, AND (II) VOTE, EXPRESS CONSENT OR EXERCISE A WRITTEN CONSENT DISSENT OR ISSUE INSTRUCTIONS WITH RESPECT TO) TO THE COVERED UNITS SOLELY SECURITIES AS INDICATED IN ACCORDANCE SECTION 2.1 WITH SECTION 2RESPECT TO COVERED PROPOSALS. STOCKHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEEDATE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER STOCKHOLDER WITH RESPECT TO THE COVERED UNITS SECURITIES (AND EACH COVERED UNITHOLDER STOCKHOLDER HEREBY REPRESENTS TO PARTNERSHIP PARENT THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESNOT IRREVOCABLE). EACH COVERED UNITHOLDER STOCKHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 2.2 IS GIVEN IN CONNECTION WITH AND GRANTED IN CONSIDERATION OF AND AS AN INDUCEMENT TO PARENT AND MERGER SUBS TO ENTER INTO THE MERGER AGREEMENT, AGREEMENT AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OBLIGATIONS OF THE DUTIES OF SUCH COVERED UNITHOLDER STOCKHOLDER UNDER THIS AGREEMENTSECTION 2.1. (b) The proxy granted in this Section 3 2.2 shall automatically expire upon the termination of this Agreement in accordance with Section 5Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER ENCAP HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDERAS ENCAP’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SHARES SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS SPECIAL COMMITTEE) AND COUPLED WITH AN INTEREST INTEREST, AND EACH COVERED UNITHOLDER SHALL ENCAP WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER ENCAP WITH RESPECT TO THE COVERED UNITS SHARES (AND EACH COVERED UNITHOLDER ENCAP HEREBY REPRESENTS TO PARTNERSHIP THE OTHER PARTIES THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESREVOCABLE). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 3 shall automatically expire upon the termination of this Agreement in accordance with Section 5Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM EACH STOCKHOLDER HEREBY GRANTS TO AND AFTER APPOINTS PARENT, THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF PARENT, AND EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDER’S STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (I) ATTEND ANY AND ALL MEETINGS OF THE COMPANY'S STOCKHOLDERS, (II) VOTE, OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) ISSUE INSTRUCTIONS TO THE RECORD HOLDER TO VOTE, THE COVERED UNITS SOLELY SHARES OWNED AT THE TIME OF THE RECORD DATE FOR SUCH MEETING AS INDICATED IN SECTION 1 AT ANY AND ALL MEETINGS OF THE COMPANY'S STOCKHOLDERS AND (III) GRANT OR WITHHOLD, OR ISSUE INSTRUCTIONS TO THE RECORD HOLDER TO GRANT OR WITHHOLD, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 21, ALL WRITTEN CONSENTS WITH RESPECT TO THE COVERED SHARES OWNED AT THE TIME OF SUCH WRITTEN CONSENT AT ANY AND ALL MEETINGS OF THE COMPANY'S STOCKHOLDERS. EACH STOCKHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEEDATE) AND COUPLED WITH AN INTEREST INTEREST, AND EACH COVERED UNITHOLDER SHALL WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY PROXY, AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER STOCKHOLDER WITH RESPECT TO THE COVERED UNITS SHARES (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS THE STOCKHOLDER REPRESENTING TO PARTNERSHIP THE COMPANY THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESNOT IRREVOCABLE). EACH COVERED UNITHOLDER STOCKHOLDER HEREBY FURTHER AFFIRMS THAT (I) THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 2 IS GIVEN GRANTED IN CONNECTION WITH CONSIDERATION OF, AND AS AN INDUCEMENT TO, PARENT AND NEWCO ENTERING INTO THE MERGER AGREEMENT, AGREEMENT AND (II) THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OBLIGATIONS OF SUCH COVERED UNITHOLDER STOCKHOLDER UNDER THIS AGREEMENTSECTION 1. (b) The proxy granted in this Section 3 2 shall automatically expire upon the termination of this Agreement in accordance Agreement. (c) Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution, and to file such proxy and any substitution or revocation with Section 5the secretary of the Company.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER SHAREHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF PARENT, EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDERSHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY SHARES AS INDICATED IN ACCORDANCE WITH SECTION 21. EACH SHAREHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEEDATE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER SHAREHOLDER WITH RESPECT TO THE COVERED UNITS SHARES (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS THE SHAREHOLDER REPRESENTING TO PARTNERSHIP THE COMPANY THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESNOT IRREVOCABLE). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT TO THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH EXTENT PERMITTED BY APPLICABLE LAW, ALL AUTHORITY HEREIN CONFERRED SHALL SURVIVE THE MERGER AGREEMENTDEATH OR INCAPACITY OF SHAREHOLDER AND SHALL BE BINDING UPON THE HEIRS, ESTATE, ADMINISTRATORS, PERSONAL REPRESENTATIVES, SUCCESSORS AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE ASSIGNS OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENTSHAREHOLDER. (b) The proxy granted in this Section 3 2 shall automatically expire upon the termination of this Agreement in accordance with Section 5Termination Date.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER WITH RESPECT TO THE COVERED UNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO PARTNERSHIP COMPANY THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIES). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 3 shall automatically expire upon the termination of this Agreement in accordance with Section 5.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF PARENT, EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDER’S STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY SHARES AS INDICATED IN ACCORDANCE WITH SECTION 23. STOCKHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEEDATE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER STOCKHOLDER WITH RESPECT TO THE COVERED UNITS SHARES (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS STOCKHOLDER REPRESENTING TO PARTNERSHIP THE COMPANY THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESNOT IRREVOCABLE). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT TO THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH EXTENT PERMITTED BY APPLICABLE LAW, ALL AUTHORITY HEREIN CONFERRED SHALL SURVIVE THE MERGER AGREEMENTDEATH OR INCAPACITY OF STOCKHOLDER AND SHALL BE BINDING UPON THE HEIRS, ESTATE, ADMINISTRATORS, PERSONAL REPRESENTATIVES, SUCCESSORS AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE ASSIGNS OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENTSTOCKHOLDER. (b) The proxy granted in this Section 3 4 shall automatically expire and be deemed automatically revoked upon the termination of this Agreement in accordance with Section 5Termination Date.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATEDATE OF TERMINATION, EACH COVERED UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇▇ ▇▇▇▇▇ AND ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, AND ANY OTHER ANDX PROXY DESIGNEE (AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, AS SUCH COVERED UNITHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE EXECUTE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE DATE OF TERMINATION DATE AND EXCEPT AS TO ANY ANDX PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEEAPPROPRIATELY REVOKED) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER WITH RESPECT TO THE COVERED UNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO PARTNERSHIP ANDX AND MPLX THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESREVOCABLE). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 3 shall automatically expire upon the termination of this Agreement in accordance with Section 5Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED THE UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, SUCH COVERED THE UNITHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE RRMS CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED THE UNITHOLDER SHALL WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED THE UNITHOLDER WITH RESPECT TO THE COVERED UNITS (AND EACH COVERED THE UNITHOLDER HEREBY REPRESENTS TO PARTNERSHIP RRMS THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESREVOCABLE). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 3 shall automatically expire upon the termination of this Agreement in accordance with Section 5Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF PARENT, EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDER’S STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO, SUBJECT TO SECTION 3 HEREOF, TENDER ON BEHALF OF THE STOCKHOLDER THE COVERED SHARES IF SUCH STOCKHOLDER FAILS TO TENDER SUCH COVERED SHARES WITHIN 5 BUSINESS DAYS AFTER THE COMMENCEMENT OF THE OFFER, AND TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY SHARES AS INDICATED IN ACCORDANCE WITH SECTION 2. EACH STOCKHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEEDATE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER STOCKHOLDER WITH RESPECT TO THE COVERED UNITS SHARES (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS THE STOCKHOLDER REPRESENTING TO PARTNERSHIP THE COMPANY THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESNOT IRREVOCABLE). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 3 4 shall automatically expire upon the termination Termination Date of this Agreement in accordance with Section 5Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER ONLY IN THE DATE HEREOF UNTIL EVENT EQUITYHOLDER DOES NOT COMPLY WITH THE TERMINATION DATEPROVISIONS OF THIS AGREEMENT, EACH COVERED UNITHOLDER EQUITYHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF PARENT, EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDEREQUITYHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE FOR AND ON BEHALF OF EQUITYHOLDER, FOR AND IN THE NAME, PLACE AND STEAD OF EQUITYHOLDER, TO: (I) ATTEND ANY AND ALL MEETINGS OF THE COMPANY’S STOCKHOLDERS, AND (II) VOTE, EXPRESS CONSENT OR EXERCISE A WRITTEN CONSENT DISSENT OR ISSUE INSTRUCTIONS WITH RESPECT TO) TO THE COVERED UNITS SOLELY SECURITIES AS INDICATED IN ACCORDANCE SECTION 2.1 WITH SECTION 2RESPECT TO COVERED PROPOSALS. EQUITYHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEEDATE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER EQUITYHOLDER WITH RESPECT TO THE COVERED UNITS SECURITIES (AND EACH COVERED UNITHOLDER EQUITYHOLDER HEREBY REPRESENTS TO PARTNERSHIP PARENT THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESNOT IRREVOCABLE). EACH COVERED UNITHOLDER EQUITYHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 2.2 IS GIVEN IN CONNECTION WITH AND GRANTED IN CONSIDERATION OF AND AS AN INDUCEMENT TO PARENT AND MERGER SUB TO ENTER INTO THE MERGER AGREEMENT, AGREEMENT AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OBLIGATIONS OF THE DUTIES OF SUCH COVERED UNITHOLDER EQUITYHOLDER UNDER THIS AGREEMENTSECTION 2.1. (b) The proxy granted in this Section 3 2.2 shall automatically expire upon the termination of this Agreement in accordance with Section 5Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH COVERED UNITHOLDER SUPPORTING PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, AMID AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF AMID, EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDERSUPPORTING PARTY’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION ARTICLE 2; PROVIDED THAT NOTWITHSTANDING THE GRANT OF THIS IRREVOCABLE PROXY, EACH SUPPORTING PARTY MAY VOTE ITS COVERED UNITS IN ACCORDANCE WITH ARTICLE 2 BY PROXY OR OTHERWISE. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE AMID CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL OF THE SUPPORTING PARTIES WILL, OR WILL CAUSE ITS SUBSIDIARIES TO, TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH COVERED UNITHOLDER ANY SUPPORTING PARTY WITH RESPECT TO THE COVERED UNITS (AND EACH COVERED UNITHOLDER OF THE SUPPORTING PARTIES HEREBY REPRESENTS TO PARTNERSHIP AMID THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIESREVOCABLE). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 3 shall automatically expire upon the termination of this Agreement in accordance with Section 5.