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

Grant of Irrevocable Proxy; Appointment of Proxy. (i) Each Stockholder hereby irrevocably grants to, and appoints, Parent and ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇ (as President and Chief Executive Officer) and ▇▇▇▇ ▇▇▇▇▇▇▇ (as Chief Financial Officer), or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder's Shares, or grant a consent or approval in respect of the Shares in favor of the various transactions contemplated by the Merger Agreement (the "Transactions") and against any Acquisition Proposal. (ii) Each Stockholder represents that any proxies heretofore given in respect of such Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (iii) Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(c) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) Each Stockholder hereby irrevocably grants to, and appoints, Parent NDC and ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇ (as President and Chief Executive Officer) and ▇▇▇▇ ▇▇▇▇▇▇▇ (as , President of NDC, and ▇. ▇. ▇▇▇▇▇▇▇▇▇▇, Chief Financial Officer), or either Officer of themNDC, in their respective capacities as officers of ParentNDC, and any individual who shall hereafter succeed to any such office of ParentNDC, and each of them individually, such the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such the Stockholder, to vote such the Stockholder's Shares, or grant a consent or approval in respect of the such Shares (i) in favor of the various Merger, the execution and delivery of the Merger Agreement and approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended or waived to in any manner (i) affect the "Transactions"rights of the Stockholders or their representatives or increase the Stockholders' obligations thereunder, or (ii) increase the consideration payable to the holders of Source Common Stock, without the prior written consent of the Stockholders, and (ii) against any Acquisition ProposalCompeting Transaction. (iib) Each Stockholder represents that any proxies heretofore given in respect of such the Stockholder's Shares shares are not irrevocable, and that any such proxies are hereby revoked. (iiic) Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(c) 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such the Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) Each Stockholder Shareholder hereby irrevocably grants to, and appoints, appoints Parent and ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇ (any designee thereof as President and Chief Executive Officer) and ▇▇▇▇ ▇▇▇▇▇▇▇ (as Chief Financial Officer), its or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, such Stockholder's his proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or cause to be voted (including by proxy or written resolution, if applicable) the Voting Securities in accordance with Section 1.1 above at the Shareholders’ Meeting or other annual or special meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Stockholder's Shares, or grant a consent or approval Shareholder prior to the execution of this Agreement in respect of the Shares in favor voting of such Shareholder’s Voting Securities, if any, are not irrevocable and each Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Shareholder’s Voting Securities. Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the various transactions contemplated by the Merger Agreement (the "Transactions") and against any Acquisition Proposalintent of this proxy. (iib) Each Stockholder represents that any proxies heretofore given in respect of such Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (iii) Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder hereby Shareholder affirms that the irrevocable proxy set forth in this Section 3(c) 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. Each Stockholder hereby Shareholder further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause and, except as set forth in this Section 1.2, is intended to be done by virtue hereofirrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to vote such Shareholder’s Voting Securities in accordance with Section 1.1 above prior to the Expiration Time. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) Each Stockholder hereby irrevocably grants to, and appoints, Parent and ▇. Chri▇ ▇▇▇▇▇ ▇▇▇ Thom▇▇ ▇. ▇▇▇▇▇ (as President and Chief Executive Officer) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (as Chief Financial Officer), or either of them, in their respective capacities as officers of Parent, and any other individual who shall hereafter succeed to any such office of be designated by Parent, and each of them individuallythem, such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder's Shares, or grant a consent or approval in respect of such Shares, at any meeting of stockholders of the Shares Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, in favor of the various Merger, the adoption by the Company of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement (the "Transactions") and against any Acquisition Proposalalternative Transaction or Frustrating Transaction. (iib) Each Stockholder represents that any proxies heretofore given in respect of such Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (iiic) Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(c) 5 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, subject to Section 8 below. Each Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of the General Corporation Law of the State of Delaware. Such irrevocable proxy shall be valid until the termination of this Agreement pursuant to Section 8 below.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) Each Stockholder Shareholder hereby irrevocably grants to, and appoints, appoints Parent and ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇ (any designee thereof as President and Chief Executive Officer) and ▇▇▇▇ ▇▇▇▇▇▇▇ (as Chief Financial Officer), or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, such Stockholder's its proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or cause to be voted (including by proxy, if applicable) such Stockholder's SharesShareholder’s Securities in accordance with Section 1.1 above at the Shareholders Meeting or other annual or special meeting of the shareholders of the Company, however called, including any adjournment or grant a consent postponement thereof, at which any of the matters described in Section 1.1 above is to be considered, in each case prior to the Expiration Time. Each Shareholder represents that all proxies, powers of attorney, instructions or approval other requests given by such Shareholder prior to the execution of this Agreement in respect of the Shares in favor voting of such Shareholder’s Securities, if any, are not irrevocable and each Shareholder hereby revokes any and all previous proxies, powers of attorney, instructions or other requests with respect to such Shareholder’s Securities. Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the various transactions contemplated by the Merger Agreement (the "Transactions") and against any Acquisition Proposalintent of this proxy. (iib) Each Stockholder represents that any proxies heretofore given in respect of such Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (iii) Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder hereby Shareholder affirms that the irrevocable proxy set forth in this Section 3(c) 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. Each Stockholder hereby Shareholder further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause and, except as set forth in this Section 1.2, is intended to be done by virtue hereofirrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to vote such Shareholder’s Securities in accordance with Section 1.1 above prior to the Expiration Time. The parties hereto agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) Each Stockholder Shareholder hereby irrevocably grants to, and appoints, appoints Parent and ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇ (any designee thereof as President and Chief Executive Officer) and ▇▇▇▇ ▇▇▇▇▇▇▇ (as Chief Financial Officer), or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, such Stockholder's its proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or cause to be voted (including by proxy or written resolution, if applicable) the Securities in accordance with Section 1.1 hereof at the Company Shareholders Meeting or other annual or special meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 hereof above is to be considered. Each Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Stockholder's Shares, or grant a consent or approval Shareholder prior to the execution of this Agreement in respect of the Shares in favor voting of such Shareholder’s Securities, if any, are not irrevocable and each Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Shareholder’s Securities. Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the various transactions contemplated by the Merger Agreement (the "Transactions") and against any Acquisition Proposalintent of this proxy. (iib) Each Stockholder represents that any proxies heretofore given in respect of such Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (iii) Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder hereby Shareholder affirms that the irrevocable proxy set forth in this Section 3(c) 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. Each Stockholder hereby Shareholder further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause and, except as set forth in this Section 1.2, is intended to be done by virtue hereofirrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to vote such Shareholder’s Securities in accordance with Section 1.1 hereof prior to the Expiration Time. The parties hereto agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) Each Stockholder hereby irrevocably grants to, and appoints, Parent and ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇ (as President and , Chief Executive Officer) Officer of Parent, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (as ▇▇, Chief Financial Officer), or either Officer of themParent, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, such the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such the Stockholder, to vote such the Stockholder's Shares, or grant a consent or approval in respect of the Stockholder's Shares (i) in favor of the various Merger, the execution and delivery of the Merger Agreement and approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement Agreement, and (the "Transactions"ii) and against any Acquisition ProposalCompeting Transaction. (iib) Each Stockholder represents that any proxies heretofore given in respect of such the Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (iiic) Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(c) 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such the Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest sufficient in law to support an irrevocable power and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 41 of the Massachusetts Business Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) Each The Stockholder hereby irrevocably grants to, and appoints, Parent and ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇ (as President and Chief Executive Officer) and ▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ (as Chief Financial Officer)and ▇▇▇▇ ▇. ▇▇▇▇, or either and each of themthem individually, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder's Company Shares, or grant a consent or approval in respect of the Company Shares in favor of the various transactions contemplated by the Merger Agreement (the "Transactions") and against any Acquisition Company Takeover Proposal. (iib) Each The Stockholder represents that any proxies heretofore given in respect of such Stockholder's Company Shares are not irrevocable, and that any such proxies are hereby revoked. (iiic) Each The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(c) 5 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 302A.449 of the Minnesota Business Corporation Act.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) Each Stockholder hereby irrevocably grants to, and appoints, Parent and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇ (as President and Chief Executive Officer) and ▇▇▇▇ ▇▇▇▇▇▇▇ (as Chief Financial Officer), or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder's Subject Shares, or grant a consent or approval in respect of the such Subject Shares in favor against (i) any Takeover Proposal or (ii) any amendment of the various Company's Articles of Incorporation or By-laws, or other proposal or transaction (including any consent solicitation to remove or elect any directors of the Company) involving the Company which amendment or other proposal or transaction would be reasonably likely to impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to, the Offer, the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement (the "Transactions") and against any Acquisition ProposalAgreement. (iib) Each Such Stockholder represents that any proxies heretofore given in respect of such Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (iiic) Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(c) 6 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such the Stockholder under this Agreement. Each Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law (the "DGCL").

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) Each Stockholder Shareholder hereby irrevocably grants to, and appoints, Parent and ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (as President and Chief Executive Officer) and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (as Chief Financial Officer), or either of them, in their respective capacities as officers of Parent▇, and any other individual who shall hereafter succeed to any such office of be designated by Parent, and each of them individuallythem, such StockholderShareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such StockholderShareholder, to vote such StockholderShareholder's Shares, or grant a consent or approval in respect of such Shares, at any meeting of shareholders of the Shares Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, (i) in favor of the various Merger, the adoption by the Company of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement (the "Transactions") and against (i) any Acquisition Proposalmerger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company and (ii) any Alternative Transaction or Frustrating Transaction. (iib) Each Stockholder Shareholder represents that any proxies heretofore given in respect of such StockholderShareholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (iiic) Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder Shareholder hereby affirms that the irrevocable proxy set forth in this Section 3(c) 5 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. Each Stockholder Such Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, subject to Section 8. Each Stockholder Such Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof.. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 23-1-30-3 of the Indiana Business Corporation Law. Such irrevocable proxy shall be valid until the later to occur of (i) eleven months from the date hereof or

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) Each Stockholder hereby irrevocably grants to, and appoints, Parent and ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇ (as President and Chief Executive Officer) and Parent, D▇▇▇▇ ▇▇▇▇▇▇▇, J▇▇▇ (as Chief Financial Officer)▇▇▇▇▇▇▇▇▇▇, or either of them, in their respective capacities as officers of Parent, D▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and any other individual who shall hereafter succeed to any such office of designated in writing by Parent, and each of them individually, such Stockholder's ’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote all of such Stockholder's ’s Subject Shares, or grant a consent or approval in respect of the Shares such Subject Shares, (i) in favor of the various adoption of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement Agreement, (the "Transactions"ii) and against any Acquisition ProposalTakeover Proposal or any Frustrating Transaction and (iii) otherwise in accordance with Section 3 of this Agreement. The proxy granted in this Section 4 shall expire upon the termination of this Agreement. (iib) Each Stockholder represents that any proxies heretofore given in respect of such Stockholder's ’s Subject Shares are not irrevocable, and that any all such proxies are hereby revoked. (iiic) Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(c) 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (i) Each In accordance with the agreement to vote Shares set forth in paragraph 2(a) of this Agreement, and subject to the proviso contained therein, each Stockholder hereby irrevocably grants to, and appoints, Parent or any designee of Parent the Stockholder’s lawful agent, attorney and ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇ (as President and Chief Executive Officer) and ▇▇▇▇ ▇▇▇▇▇▇▇ (as Chief Financial Officer), or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such the Stockholder, to vote such Stockholder's the Shares, or grant a consent or approval in respect of the Shares Shares, (A) in favor of the various Merger Agreement, the Merger and the transactions contemplated by the Merger Agreement thereby and (the "Transactions"B) and against any Acquisition Alternative Proposal. Each Stockholder will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (ii) Each Stockholder represents that any proxies heretofore given in respect of such the Stockholder's ’s Shares are not irrevocable, and that any such proxies are hereby revoked. (iii) Each Stockholder understands and acknowledges that Parent is and Merger Sub are entering into the Merger Agreement in reliance upon such Stockholder's ’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(c2(c) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. The proxy contained herein with respect to shares of Company Common Stock is intended to be irrevocable.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) Each Stockholder Effective immediately upon the Offer Consummation and until the Effective Time, each of the Shareholders hereby irrevocably grants to, and appoints, appoints Parent and ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇ (any designee thereof as President and Chief Executive Officer) and ▇▇▇▇ ▇▇▇▇▇▇▇ (as Chief Financial Officer), or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, such Stockholder's its proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or cause to be voted (including by proxy or written resolution, if applicable) such Stockholder's SharesShareholder’s Rollover Shares at any Shareholders’ Meeting or other annual or extraordinary meeting of the shareholders of the Company, however called, including any adjournment thereof. Each of the Shareholders represents that all proxies, powers of attorney, instructions or grant a consent or approval other requests given by such Shareholder prior to the execution of this Agreement in respect of the Shares in favor voting of such Shareholder’s Rollover Shares, if any, are not irrevocable and such Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Shareholder’s Rollover Shares. Each of the various transactions contemplated by Shareholders shall take such further action or execute such other instruments as may be necessary to effectuate the Merger Agreement (the "Transactions") and against any Acquisition Proposalintent of this proxy. (iib) Each Stockholder represents that any proxies heretofore given in respect of such Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (iii) Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(c) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further Shareholders affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause and, except as set forth in this Section 1.3, is intended to be done irrevocable prior to the Effective Time. If for any reason the proxy granted herein by virtue hereofany Shareholder is not irrevocable, then such Shareholder agrees to vote such Shareholder’s Rollover Shares only in accordance with any written instructions provided by Parent prior to the Effective Time. The parties hereto agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) Each Stockholder Shareholder hereby irrevocably grants to, and appoints, appoints Parent and ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇ (any designee thereof as President and Chief Executive Officer) and ▇▇▇▇ ▇▇▇▇▇▇▇ (as Chief Financial Officer), or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, such Stockholder's its proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or cause to be voted (including by proxy or written resolution, if applicable) such StockholderShareholder's SharesSecurities in accordance with Section 1.01 hereof at the Shareholders' Meeting or other annual or special meeting of the shareholders of the Company, however called, including any adjournment or grant a consent postponement thereof, at which any of the matters described in Section 1.01 hereof above is to be considered, in each case prior to the Expiration Time. Each Shareholder represents that all proxies, powers of attorney, instructions or approval other requests given by such Shareholder prior to the execution of this Agreement in respect of the Shares in favor voting of such Shareholder's Securities, if any, are not irrevocable and each Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Shareholder's Securities. Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the various transactions contemplated by the Merger Agreement (the "Transactions") and against any Acquisition Proposalintent of this proxy. (iib) Each Stockholder represents that any proxies heretofore given in respect of such Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (iii) Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder hereby Shareholder affirms that the irrevocable proxy set forth in this Section 3(c) 1.02 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. Each Stockholder hereby Shareholder further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause and, except as set forth in this Section 1.02, is intended to be done by virtue hereofirrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to vote such Shareholder's Securities in accordance with Section 1.01 hereof prior to the Expiration Time. The parties hereto agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) Each Stockholder Shareholder hereby irrevocably grants to, and appoints, appoints Parent and ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇ (any designee thereof as President and Chief Executive Officer) and ▇▇▇▇ ▇▇▇▇▇▇▇ (as Chief Financial Officer), or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, such Stockholder's its proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or cause to be voted (including by proxy or written resolution, if applicable) the Securities in accordance with Section 1.1 above at the Company Shareholders’ Meeting or other annual or special meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Stockholder's Shares, or grant a consent or approval Shareholder prior to the execution of this Agreement in respect of the Shares in favor voting of such Shareholder’s Securities, if any, are not irrevocable and each Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Shareholder’s Securities. Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the various transactions contemplated by the Merger Agreement (the "Transactions") and against any Acquisition Proposalintent of this proxy. (iib) Each Stockholder represents that any proxies heretofore given in respect of such Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (iii) Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder hereby Shareholder affirms that the irrevocable proxy set forth in this Section 3(c) 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. Each Stockholder hereby Shareholder further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause and, except as set forth in this Section 1.2, is intended to be done by virtue hereofirrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to vote such Shareholder’s Securities in accordance with Section 1.1 above prior to the Expiration Time. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) Each Without in any way limiting any Stockholder’s right to vote the Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval and except for shares Transferred pursuant to Section 4(b)(v) or Section 4(b)(vi), each Stockholder hereby irrevocably grants to, and appoints, Parent and ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇ (as President and Chief Executive Officer) and ▇▇▇▇ ▇▇▇▇▇▇▇ (as Chief Financial Officer), or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individuallyduly appointed designee thereof, such Stockholder's ’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote attend any meeting of the stockholders of the Company on behalf of such Stockholder's , to include such Shares in any computation for purposes of establishing a quorum at any meeting of stockholders of the Company, and to vote all Shares beneficially owned or controlled by such Stockholder (the “Vote Shares”), or to grant a consent or approval in respect of the Shares Vote Shares, in favor connection with any meeting of the various transactions contemplated stockholders of the Company or any action by written consent in lieu of a meeting of stockholders of the Merger Agreement (Company, in accordance with the "Transactions") and against any Acquisition Proposalprovisions of Section 3(a). (iib) Each Stockholder hereby represents that any proxies heretofore given in respect of such Stockholder's the Shares with respect to any of the matters set forth in Section 3(a), if any, are not irrevocablerevocable, and that any hereby revokes such proxies are hereby revokedexcept with respect to any arrangements described in Section 1(e)(vii) above. (iiic) Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(c) 5 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 5 or in Section 8, is intended to be irrevocable in accordance with the provisions of Section 212 of the DGCL during the term of this Agreement. If during the term of this Agreement for any reason the proxy granted herein is not irrevocable, then such Stockholder agrees that it shall vote its Shares in accordance with Section 3(a) above as instructed by Parent in writing. The parties agree that the foregoing shall be a voting agreement created under Section 218 of the DGCL. (d) Parent hereby acknowledges and may under no circumstances agrees that the proxy set forth in this Section 5 shall not be exercised to vote, consent or act on any matter except as specifically contemplated by Section 3(a) and Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in Section 3(a). The proxy set forth in this Section 5 shall be revoked. Each Stockholder hereby ratifies , terminated and confirms all that such irrevocable proxy may lawfully do of no further force or cause effect automatically without further action upon the termination of this Agreement pursuant to be done by virtue hereofSection 8.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) Each Stockholder Effective immediately upon the execution of the Merger Agreement, without any further action by any person, and only in the event and to the extent that such Supporting Shareholder fails to perform his or its obligations under Section 1.1 above, each Supporting Shareholder hereby irrevocably grants to, and appoints, appoints Parent and ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇ (any designee thereof as President and Chief Executive Officer) and ▇▇▇▇ ▇▇▇▇▇▇▇ (as Chief Financial Officer), his or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, such Stockholder's its proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or cause to be voted (including by proxy or written resolution proposed in accordance with the memorandum and articles of association of the Company, if applicable) such Stockholder's SharesSupporting Shareholder’s Securities in accordance with Section 1.1 above at the Shareholders’ Meeting or other annual or special meeting of the shareholders of the Company, however called, including any adjournment or grant a consent postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Supporting Shareholder represents that all proxies, powers of attorney, instructions or approval other requests given by such Supporting Shareholder prior to the execution of this Agreement in respect of the Shares in favor voting of such Supporting Shareholder’s Securities, if any, are not irrevocable and each Supporting Shareholder hereby revokes (and shall cause to be revoked if necessary) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Supporting Shareholder’s Securities. Each Supporting Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the various transactions contemplated by the Merger Agreement (the "Transactions") and against any Acquisition Proposalintent of this proxy. (iib) Each Stockholder represents that any proxies heretofore given in respect of such Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (iii) Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder hereby Supporting Shareholder affirms that the irrevocable proxy set forth in this Section 3(c) 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Supporting Shareholder under this Agreement. Each Stockholder hereby Supporting Shareholder further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause and, except as set forth in this Section 1.2, is intended to be done by virtue hereofirrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Supporting Shareholder agrees to vote such Supporting Shareholder’s Securities in accordance with Section 1.2 above prior to the Expiration Time. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) Each Stockholder The Rollover Shareholder hereby irrevocably grants to, and appoints, appoints Parent and ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇ (as President and Chief Executive Officer) and ▇▇▇▇ ▇▇▇▇▇▇▇ (as Chief Financial Officer)any designee thereof, or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, such Stockholder's as its proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder's Sharesor cause to be voted (including by proxy, if applicable) the Securities in accordance with Section 1.1 above at the Shareholders Meeting or grant a consent other annual or approval special meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. The Rollover Shareholder represents that all proxies, powers of attorney, instructions or other requests given by it prior to the execution of this Agreement in respect of the Shares voting of its Securities, if any, have been revoked or substituted by Parent and any designee thereof with respect to the Rollover Shareholder’s Securities in favor of connection with the various transactions contemplated by contemplated, and to the extent required, under the Merger Agreement and this Agreement, including the Merger. The Rollover Shareholder shall take (the "Transactions"or cause to be taken) and against any Acquisition Proposalsuch further action or execute such other instruments as may be necessary to give effect to this proxy. (iib) Each Stockholder represents that any proxies heretofore given in respect of such Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (iii) Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder hereby The Rollover Shareholder affirms that the irrevocable proxy set forth in this Section 3(c) 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder the Rollover Shareholder under this Agreement. Each Stockholder hereby The Rollover Shareholder further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause and, except as set forth in this Section 1.2, is intended to be done by virtue hereofirrevocable prior to the termination of this Agreement. If for any reason the proxy granted herein is not irrevocable, then the Rollover Shareholder agrees to vote its Securities in accordance with Section 1.1 above prior to the termination of this Agreement. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) Each Stockholder Shareholder hereby irrevocably grants to, and appoints, Parent and ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇ (as President and Chief Executive Officer) and ▇▇▇▇ ▇▇▇▇▇▇▇ (as Chief Financial Officer), or either of them, any other individual designated in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of writing by Parent, and each of them individually, such Stockholder's Shareholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such StockholderShareholder, to vote such Stockholder's Sharesall of Shareholder’s Subject Shares at any meeting of shareholders of the Company or any adjournment or postponement thereof, or grant a consent or approval in respect of the Shares Shareholder’s Subject Shares, (i) in favor of the various adoption of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement Agreement, and (ii) otherwise in accordance with Section 3 of this Agreement. The proxy granted in this Section 4 shall expire upon the "Transactions") and against any Acquisition Proposaltermination of this Agreement. (iib) Each Stockholder Shareholder represents that any proxies heretofore given in respect of such Stockholder's Shareholder’s Subject Shares are not irrevocable, and that any all such proxies are hereby revoked. (iiic) Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder Shareholder hereby affirms that the irrevocable proxy set forth in this Section 3(c) 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. Each Stockholder Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1759 of the PBCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) Each Stockholder Shareholder hereby irrevocably grants to, and appoints, appoints Parent and ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇ (any designee thereof as President and Chief Executive Officer) and ▇▇▇▇ ▇▇▇▇▇▇▇ (as Chief Financial Officer), its or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, such Stockholder's his proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or cause to be voted (including by proxy or written resolution, if applicable) the Securities in accordance with Section 1.1 above at the Shareholders’ Meeting or other annual or special meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Stockholder's Shares, or grant a consent or approval Shareholder prior to the execution of this Agreement in respect of the Shares in favor voting of such Shareholder’s Securities, if any, are not irrevocable and each Shareholder has revoked (or caused to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Shareholder’s Securities. Each Shareholder shall take (or cause to be taken) such further action or execute such other instruments as may be necessary to effectuate the various transactions contemplated by the Merger Agreement (the "Transactions") and against any Acquisition Proposalintent of this proxy. (iib) Each Stockholder represents that any proxies heretofore given in respect of such Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (iii) Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder hereby Shareholder affirms that the irrevocable proxy set forth in this Section 3(c) 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. Each Stockholder hereby Shareholder further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause and, except as set forth in this Section 1.2, is intended to be done by virtue hereofirrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to vote such Shareholder’s Securities in accordance with Section 1.1 above prior to the Expiration Time. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) Each The Stockholder hereby irrevocably grants to, and appoints, Parent and ▇. Tilman J. Fertitta, Steven L. ▇▇▇▇▇ ▇. ▇▇▇▇▇ (as President and Chief Executive Officer) and ▇▇▇▇ ▇▇▇▇▇▇▇ (as Chief Financial Officer)▇▇▇ ▇▇▇l ▇. ▇▇▇▇, or either of them▇▇▇ ▇▇▇▇ ▇▇ them ▇▇▇▇▇▇▇▇▇▇ly, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder's Company Shares, or grant a consent or approval in respect of the Company Shares in favor of the various transactions contemplated by the Merger Agreement (the "Transactions") and against any Acquisition Company Takeover Proposal. (iib) Each The Stockholder represents that any proxies heretofore given in respect of such Stockholder's Company Shares are not irrevocable, and that any such proxies are hereby revoked. (iiic) Each The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(c) 5 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 302A.449 of the Minnesota Business Corporation Act.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) Each Stockholder Shareholder hereby irrevocably grants to, to Parent (and appoints, Parent and ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇ (as President and Chief Executive Officer) and ▇▇▇▇ ▇▇▇▇▇▇▇ (as Chief Financial Officer), or either of them, in their respective capacities as officers any designee of Parent, ) a proxy (and any individual who shall hereafter succeed to appoints Parent or any such office designee of Parent, and each of them individually, such Stockholder's proxy and Parent as its attorney-in-fact (fact, with full power of substitution)) to vote or grant a consent or approval with respect to all of the Securities Beneficially Owned by it/him/her, for and in the name, place and stead of such StockholderShareholder, to vote such Stockholder's Shares, or grant a consent or approval in respect for each of the Shares matters set forth in favor Section 7 above at the Company Shareholders’ Meeting or other annual or special meeting of the various transactions contemplated by shareholders of the Merger Agreement (Company, however called, including any adjournment or postponement thereof, at which any of the "Transactions") and against any Acquisition Proposalmatters described in Section 7 above is to be considered. Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (iib) Each Stockholder represents that any proxies heretofore given in respect of such Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (iii) Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder Shareholder hereby affirms that the irrevocable proxy set forth in this Section 3(c) 8 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. Each Stockholder Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and interest, may under no circumstances be revokedrevoked and shall survive the death, dissolution, bankruptcy or other incapacity of such Shareholder. Each Stockholder hereby ratifies and confirms all If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to vote such Shareholder’s Securities in accordance with Section 7 above. The parties hereto agree that such the foregoing is a voting agreement. The irrevocable proxy may lawfully do or cause to be done by virtue granted hereunder shall automatically terminate upon the termination of this Agreement in accordance with the terms hereof.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) Each Stockholder Shareholder hereby irrevocably grants to, and appoints, appoints Parent and ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇ (any designee thereof as President and Chief Executive Officer) and ▇▇▇▇ ▇▇▇▇▇▇▇ (as Chief Financial Officer), or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, such Stockholder's its proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or cause to be voted (including by proxy or written resolution, if applicable) the Securities in accordance with Section 1.1 above at the Shareholders' Meeting or other annual or special meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Stockholder's Shares, or grant a consent or approval Shareholder prior to the execution of this Agreement in respect of the Shares in favor voting of such Shareholder’s Securities, if any, are not irrevocable and each Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Shareholder’s Securities. Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the various transactions contemplated by the Merger Agreement (the "Transactions") and against any Acquisition Proposalintent of this proxy. (iib) Each Stockholder represents that any proxies heretofore given in respect of such Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (iii) Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder hereby Shareholder affirms that the irrevocable proxy set forth in this Section 3(c) 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. Each Stockholder hereby Shareholder further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause and, except as set forth in this Section 1.2, is intended to be done by virtue hereofirrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to vote such Shareholder’s Securities in accordance with Section 1.1 above prior to the Expiration Time. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) Each Stockholder Shareholder hereby irrevocably grants to, and appoints, appoints Parent and ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇ (any person designated by Parent thereof as President and Chief Executive Officer) and ▇▇▇▇ ▇▇▇▇▇▇▇ (as Chief Financial Officer)its, his or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, such Stockholder's her proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or cause to be voted (including by proxy or written resolution, if applicable) the Securities (other than any Shares represented by ADSs beneficially owned as of the record date to be established by the Company for the Company Shareholders’ Meeting) in accordance with Section 1.1 above at the Company Shareholders’ Meeting or other annual or special meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Stockholder's Shares, or grant a consent or approval Shareholder prior to the execution of this Agreement in respect of the Shares in favor voting of such Shareholder’s Securities, if any, are not irrevocable and each Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Shareholder’s Securities. Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the various transactions contemplated by the Merger Agreement (the "Transactions") and against any Acquisition Proposalintent of this proxy. (iib) Each Stockholder represents that any proxies heretofore given in respect of such Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (iii) Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder hereby Shareholder affirms that the irrevocable proxy set forth in this Section 3(c) 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. Each Stockholder hereby Shareholder further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause and, except as set forth in this Section 1.2, is intended to be done by virtue hereofirrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to vote such Shareholder’s Securities in accordance with Section 1.1 above prior to the Expiration Time. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) Each Stockholder From and after the date hereof until the Expiration Time, each Shareholder hereby irrevocably grants to, and appoints, appoints Parent and ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇ (any designee thereof as President and Chief Executive Officer) and ▇▇▇▇ ▇▇▇▇▇▇▇ (as Chief Financial Officer), or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, such Stockholder's its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written resolution, if applicable) the Securities in accordance with Section 1.1 at any annual or special meeting of the Shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 is to be considered. Each Shareholder (and with respect to ▇▇. ▇▇ ▇▇▇▇▇ ▇▇▇ (“▇▇. ▇▇▇”), except as provided for and in accordance with that certain share charge dated March 22, 2013 between ▇▇. ▇▇▇ as chargor and Urban Prosperity Holding Limited as chargee (the name“Share Charge”)) represents that all proxies, place and stead powers of attorney, instructions or other requests given by such Stockholder, Shareholder prior to vote such Stockholder's Shares, or grant a consent or approval the execution of this Agreement in respect of the Shares in favor voting of such Shareholder’s Securities, if any, are not irrevocable and each Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Shareholder’s Securities. Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the various transactions contemplated by the Merger Agreement (the "Transactions") and against any Acquisition Proposalintent of this proxy. (iib) Each Stockholder represents that any proxies heretofore given in respect of such Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (iii) Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder hereby Shareholder affirms that the irrevocable proxy set forth in this Section 3(c) 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. Each Stockholder hereby Shareholder further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause and, except as set forth in this Section 1.2, is intended to be done irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to vote such Shareholder’s Securities in accordance with Section 1.1 above as instructed by virtue hereofParent in writing prior to the Expiration Time. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) Each Stockholder Shareholder hereby irrevocably grants to, and appoints, appoints Parent and ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇ (any designee thereof as President and Chief Executive Officer) and ▇▇▇▇ ▇▇▇▇▇▇▇ (as Chief Financial Officer), or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, such Stockholder's its proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or cause to be voted (including by proxy or written resolution, if applicable) the Securities in accordance with Section 1.1 above at the Company Shareholders Meeting or other annual or special meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Stockholder's Shares, or grant a consent or approval Shareholder prior to the execution of this Agreement in respect of the Shares in favor voting of such Shareholder’s Securities, if any, are not irrevocable and each Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Shareholder’s Securities. Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the various transactions contemplated by the Merger Agreement (the "Transactions") and against any Acquisition Proposalintent of this proxy. (iib) Each Stockholder represents that any proxies heretofore given in respect of such Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (iii) Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder hereby Shareholder affirms that the irrevocable proxy set forth in this Section 3(c) 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. Each Stockholder hereby Shareholder further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause and, except as set forth in this Section 1.2, is intended to be done by virtue hereofirrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to vote such Shareholder’s Securities in accordance with Section 1.1 above prior to the Expiration Time. The parties hereto agree that the foregoing is a voting agreement.