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

Grant of Irrevocable Proxy; Appointment of Proxy. (i) THE SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER AND ANY DESIGNEE OF PURCHASER, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES SOLELY AS INDICATED IN SECTION 1. THE SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND 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 PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER WITH RESPECT TO THE SHARES (THE SHAREHOLDER REPRESENTING TO PURCHASER THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (ii) The proxy granted in this Section 1(e) shall automatically expire at the Expiration Time.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) FROM AND AFTER THE SHAREHOLDER DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PURCHASER ▇▇▇ ▇’▇▇▇▇▇▇ AND ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, AND ANY OTHER PROXY DESIGNEE OF PURCHASER(AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, AS THE SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) UNITHOLDERS’ PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE SHARES COVERED UNITS SOLELY AS INDICATED IN ACCORDANCE WITH SECTION 12. THE SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP CONFLICTS COMMITTEE, AS APPLICABLE) AND COUPLED WITH AN INTEREST AND EACH UNITHOLDER 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 THE SHAREHOLDER UNITHOLDERS WITH RESPECT TO THE SHARES COVERED UNITS (THE SHAREHOLDER REPRESENTING AND EACH UNITHOLDER HEREBY REPRESENTS TO PURCHASER WMLP AND TMLP THAT ANY SUCH OTHER PROXY IS NOT IRREVOCABLEREVOCABLE). (iib) The proxy granted in this Section 1(e) 3 shall automatically expire at upon the Expiration Timetermination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) FROM AND AFTER THE SHAREHOLDER DATE HEREOF UNTIL THE TERMINATION DATE, PARENT HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PURCHASER ▇▇▇ ▇▇▇▇▇▇▇▇, AND ANY OTHER PROXY DESIGNEE OF PURCHASER(AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, THE SHAREHOLDERPARENT’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 SHARES SOLELY AS INDICATED IN ACCORDANCE WITH SECTION 12. THE SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE BOARD OF THIS AGREEMENTDIRECTORS OF THE COMPANY) AND COUPLED WITH AN INTEREST AND PARENT 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 THE SHAREHOLDER PARENT WITH RESPECT TO THE COVERED SHARES (AND PARENT HEREBY REPRESENTS TO THE SHAREHOLDER REPRESENTING TO PURCHASER COMPANY THAT ANY SUCH OTHER PROXY IS NOT IRREVOCABLEREVOCABLE). (iib) The proxy granted in this Section 1(e) 3 shall automatically expire at upon the Expiration Timetermination of this Agreement in accordance with Section 5.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) THE EACH SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PURCHASERPARENT, EACH OF THEM INDIVIDUALLY, THE SUCH SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES SOLELY AS INDICATED IN SECTION 1. THE EACH SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) AND COUPLED WITH AN INTEREST AND 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 PROXY PREVIOUSLY GRANTED BY THE SUCH SHAREHOLDER WITH RESPECT TO THE COVERED SHARES (THE SUCH SHAREHOLDER REPRESENTING TO PURCHASER THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (iib) The proxy granted in this Section 1(e) 2 shall automatically expire at upon the Expiration Timetermination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) IF SHAREHOLDER FAILS TO TAKE ANY OF THE 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 actions 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 SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER PARENT, THE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PURCHASERPARENT, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) PROXY AND ATTORNEY-IN-ATTORNEY IN FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES SOLELY AS INDICATED IN SECTION 11 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING. THE SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) AND COUPLED WITH AN INTEREST AND 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 PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER WITH RESPECT TO THE SHARES (THE SHAREHOLDER REPRESENTING TO PURCHASER THAT ANY SUCH PROXY IS NOT IRREVOCABLE)COVERED SHARES. (iib) The proxy granted in this Section 1(e) 2 shall expire automatically expire at upon the Expiration Timetermination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) THE SHAREHOLDER EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER THE COMPANY, THE SPECIAL COMMITTEE, AND ANY OTHER DESIGNEE OF PURCHASERTHE COMPANY, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDERSUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES SOLELY AS INDICATED IN SECTION 1. THE SHAREHOLDER EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) AND COUPLED WITH AN INTEREST AND WILL 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 PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER SUCH STOCKHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER STOCKHOLDER REPRESENTING TO PURCHASER THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (iib) The proxy granted in this Section 1(e2(a) shall automatically expire at upon the Expiration Timetermination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) THE EACH SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER PARENT, AND ANY DESIGNEE OF PURCHASERPARENT, EACH OF THEM INDIVIDUALLY, THE SUCH SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES SOLELY AS INDICATED IN SECTION 1. THE EACH SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) AND COUPLED WITH AN INTEREST AND 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 PROXY PREVIOUSLY GRANTED BY THE SUCH SHAREHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTING TO PURCHASER THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (iib) The proxy granted in this Section 1(e) 2 shall automatically expire at upon the Expiration Timetermination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) THE SHAREHOLDER HEREBY STOCKHOLDER GRANTS TO, AND APPOINTS, PURCHASER PARENT, THE EXECUTIVE OFFICERS OF PARENT AND ANY OTHER DESIGNEE OF PURCHASERPARENT, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDERSUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES SOLELY AS INDICATED IN SECTION 11 WITH RESPECT TO COVERED PROPOSALS. THE SHAREHOLDER STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) AND COUPLED WITH AN INTEREST AND 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 PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER SUCH STOCKHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER STOCKHOLDER REPRESENTING TO PURCHASER PARENT THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (iib) The proxy granted in this Section 1(e) 2 shall automatically expire at upon the Expiration Timetermination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (i) THE a. SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER AND ANY DESIGNEE OF PURCHASER, EACH OF THEM INDIVIDUALLY, THE SUCH SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES SOLELY AS INDICATED IN SECTION 13(a). THE SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND 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 PROXY PREVIOUSLY GRANTED BY THE SUCH SHAREHOLDER WITH RESPECT TO THE SHARES (THE SUCH SHAREHOLDER REPRESENTING TO PURCHASER THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (ii) b. The proxy granted in this Section 1(e) 6 shall automatically expire at on the Expiration Time.Date. ​

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) THE SHAREHOLDER HEREBY EACH STOCKHOLDER GRANTS TO, AND APPOINTS, PURCHASER PARENT, THE EXECUTIVE OFFICERS OF PARENT AND ANY OTHER DESIGNEE OF PURCHASERPARENT, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDERSUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES SOLELY AS INDICATED IN SECTION 11 WITH RESPECT TO COVERED PROPOSALS. THE SHAREHOLDER EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) AND COUPLED WITH AN INTEREST AND 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 PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER SUCH STOCKHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER STOCKHOLDER REPRESENTING TO PURCHASER THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (iib) The proxy granted in this Section 1(e) 2 shall automatically expire at upon the Expiration Timetermination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) FROM AND AFTER THE SHAREHOLDER DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PURCHASER B▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ AND C▇▇▇ ▇▇▇▇▇▇▇▇, AND ANY OTHER PROXY DESIGNEE OF PURCHASER(AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, AS THE SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) UNITHOLDERS’ PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE SHARES COVERED UNITS SOLELY AS INDICATED IN ACCORDANCE WITH SECTION 12. THE SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE AGP BOARD) AND COUPLED WITH AN INTEREST AND EACH UNITHOLDER 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 THE SHAREHOLDER UNITHOLDERS WITH RESPECT TO THE SHARES COVERED UNITS (THE SHAREHOLDER REPRESENTING AND EACH UNITHOLDER HEREBY REPRESENTS TO PURCHASER AHGP THAT ANY SUCH OTHER PROXY IS NOT IRREVOCABLEREVOCABLE). (iib) The proxy granted in this Section 1(e) 3 shall automatically expire at upon the Expiration Timetermination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) THE SHAREHOLDER EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER LATERAL, THE EXECUTIVE OFFICERS OF LATERAL, AND ANY OTHER DESIGNEE OF PURCHASERLATERAL, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDERSUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES SOLELY AS INDICATED IN SECTION 1. THE SHAREHOLDER EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) AND COUPLED WITH AN INTEREST AND 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 PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER SUCH STOCKHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER STOCKHOLDER REPRESENTING TO PURCHASER THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (iib) The proxy granted in this Section 1(e) 2 shall automatically expire at upon the Expiration TimeTermination Date.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) THE SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER NBHC AND ANY DESIGNEE OF PURCHASERNBHC, EACH OF THEM INDIVIDUALLY, THE SUCH SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES SOLELY AS INDICATED IN SECTION 13(a). THE SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND 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 PROXY PREVIOUSLY GRANTED BY THE SUCH SHAREHOLDER WITH RESPECT TO THE SHARES (THE SUCH SHAREHOLDER REPRESENTING TO PURCHASER NBHC THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (iib) The proxy granted in this Section 1(e) 6 shall automatically expire at on the Expiration TimeDate.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) THE SHAREHOLDER EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PURCHASERPARENT, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDERSUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES SOLELY AS INDICATED IN SECTION 1. THE SHAREHOLDER EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) AND COUPLED WITH AN INTEREST AND 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 PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER SUCH STOCKHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER STOCKHOLDER REPRESENTING TO PURCHASER THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (iib) The proxy granted in this Section 1(e) 2 shall automatically expire at upon the Expiration Time.termination of this Agreement

Grant of Irrevocable Proxy; Appointment of Proxy. (i) THE SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER BUYER AND ANY DESIGNEE OF PURCHASERBUYER, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES SOLELY AS INDICATED IN SECTION 1. THE SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND 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 PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER WITH RESPECT TO THE SHARES (THE SHAREHOLDER REPRESENTING TO PURCHASER BUYER THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (ii) The proxy granted in this Section 1(e) shall automatically expire at the Expiration Time.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) FROM AND AFTER THE SHAREHOLDER DATE HEREOF UNTIL THE TERMINATION DATE, EACH UNIT HOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PURCHASER AND ANY DESIGNEE OF PURCHASER▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDERAS SUCH UNIT HOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE EXERCISE A WRITTEN CONSENT WITH RESPECT TO (OR VOTE) THE SHARES COVERED UNITS SOLELY AS INDICATED IN ACCORDANCE WITH SECTION 12. THE SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) AND COUPLED WITH AN INTEREST AND THE UNIT HOLDER 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 THE SHAREHOLDER UNIT HOLDER WITH RESPECT TO THE SHARES COVERED UNITS (AND THE SHAREHOLDER REPRESENTING TO PURCHASER UNIT HOLDER HEREBY REPRESENTS THAT ANY SUCH OTHER PROXY IS NOT IRREVOCABLEREVOCABLE). (iib) The proxy granted in this Section 1(e) 3 shall automatically expire at upon the Expiration Timetermination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) FROM AND AFTER THE SHAREHOLDER DATE HEREOF UNTIL THE TERMINATION DATE, THE CLASS B COMMITTEE HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PURCHASER APPOINTS THE COMPANY AND ANY OTHER PROXY DESIGNEE OF PURCHASER(AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, THE SHAREHOLDERCLASS B COMMITTEE’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COMPANY SHARES SOLELY AS INDICATED IN ACCORDANCE WITH SECTION 12. THE SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE COMPANY) AND COUPLED WITH AN INTEREST AND THE CLASS B COMMITTEE 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 THE SHAREHOLDER CLASS B COMMITTEE WITH RESPECT TO THE COMPANY SHARES (AND THE SHAREHOLDER REPRESENTING CLASS B COMMITTEE HEREBY REPRESENTS TO PURCHASER THE COMPANY THAT ANY SUCH OTHER PROXY IS NOT IRREVOCABLEREVOCABLE). (iib) The proxy granted in this Section 1(e) 3 shall automatically expire at upon the Expiration Timetermination of this Agreement in accordance with Section 5.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) THE SHAREHOLDER STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER RYLAND, THE EXECUTIVE OFFICERS OF RYLAND, AND ANY OTHER DESIGNEE OF PURCHASERRYLAND, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDERSTOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES SOLELY AS INDICATED IN SECTION 1. THE SHAREHOLDER STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) AND COUPLED WITH AN INTEREST AND 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 PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER STOCKHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER STOCKHOLDER REPRESENTING TO PURCHASER RYLAND THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (iib) The proxy granted in this Section 1(e) 2 shall automatically expire at upon the Expiration Timetermination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (i) THE SHAREHOLDER STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER COMMUNITY AND ANY DESIGNEE OF PURCHASERCOMMUNITY, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDERSTOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES SOLELY AS INDICATED IN SECTION 1. THE SHAREHOLDER STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND 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 PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER STOCKHOLDER WITH RESPECT TO THE SHARES (THE SHAREHOLDER STOCKHOLDER REPRESENTING TO PURCHASER COMMUNITY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (ii) The proxy granted in this Section 1(e) shall automatically expire at the Expiration Time.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) THE SHAREHOLDER EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PURCHASERPARENT, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDERSUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) PROXY AND ATTORNEY-IN-ATTORNEY IN FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES SOLELY AS INDICATED IN SECTION 11 WITH RESPECT TO COVERED PROPOSALS. THE SHAREHOLDER EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) AND COUPLED WITH AN INTEREST AND 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 PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER SUCH STOCKHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER STOCKHOLDER REPRESENTING TO PURCHASER THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (iib) The proxy granted in this Section 1(e) 2 shall automatically expire at upon the Expiration Timetermination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (i) THE SHAREHOLDER STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER COMMUNITY AND ANY DESIGNEE OF PURCHASERCOMMUNITY, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER’S STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES SOLELY AS INDICATED IN SECTION 1. THE SHAREHOLDER STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND 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 PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER STOCKHOLDER WITH RESPECT TO THE SHARES (THE SHAREHOLDER STOCKHOLDER REPRESENTING TO PURCHASER COMMUNITY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (ii) The proxy granted in this Section 1(e) shall automatically expire at the Expiration Time.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) FROM AND AFTER THE SHAREHOLDER DATE HEREOF UNTIL THE TERMINATION DATE, TE HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PURCHASER ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, AND ANY DESIGNEE OF PURCHASEROTHER PROXY DESIGNEE, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDERAS TE’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 SHARES COVERED UNITS SOLELY AS INDICATED IN ACCORDANCE WITH SECTION 12. THE SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE PARTNERSHIP CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST INTEREST, AND TE 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 THE SHAREHOLDER TE WITH RESPECT TO THE SHARES COVERED UNITS (AND TE HEREBY REPRESENTS TO THE SHAREHOLDER REPRESENTING TO PURCHASER PARTNERSHIP THAT ANY SUCH OTHER PROXY IS NOT IRREVOCABLEREVOCABLE). (iib) The proxy granted in this Section 1(e) 3 shall automatically expire at upon the Expiration Timetermination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) THE EACH SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER COMMUNITY AND ANY DESIGNEE OF PURCHASERCOMMUNITY, EACH OF THEM INDIVIDUALLY, THE SUCH SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES SOLELY AS INDICATED IN SECTION 13. THE EACH SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND 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 PROXY PREVIOUSLY GRANTED BY THE SUCH SHAREHOLDER WITH RESPECT TO THE SHARES (THE SUCH SHAREHOLDER REPRESENTING TO PURCHASER COMMUNITY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (iib) The proxy granted in this Section 1(e) 5 shall automatically expire at on the Expiration TimeDate.

Grant of Irrevocable Proxy; Appointment of Proxy. (i) THE SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER AND ANY DESIGNEE OF PURCHASER, EACH OF THEM INDIVIDUALLY, THE AS SUCH SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES (OR ACT BY WRITTEN CONSENT) SOLELY AS INDICATED IN SECTION 13. THIS PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SHAREHOLDER UNDER THIS AGREEMENT. SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND 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 PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER WITH RESPECT TO THE SHARES (THE SHAREHOLDER REPRESENTING TO PURCHASER THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (ii) The proxy granted in this Section 1(e) shall automatically expire at the Expiration Time.HEREBY