Common use of Grant of Irrevocable Proxy Clause in Contracts

Grant of Irrevocable Proxy. (a) By executing this Agreement, the Related Parties hereby irrevocably appoint Centerline, or any person designated by Centerline, with full power of substitution and re-substitution, as the sole attorney, agent and proxy for the Related Parties and hereby authorize and empower Centerline, or any person so designated by Centerline, as its proxy to vote all of the Special Series A Shares (created in connection with the Reclassification) of RSA identified on Schedule I hereto and all of the SPV Shares of ▇▇ ▇▇ identified on Schedule II hereto, in each case, that now or hereafter may be owned beneficially or of record by RSA or ▇▇ ▇▇, as applicable, and to exercise all voting and other rights of the Related Parties (to the fullest extent the Related Parties are entitled to do so) with respect to such Special Series A Shares and such SPV Shares, at every annual, special or adjourned meeting of the shareholders of Centerline and with respect to any written consent in lieu of any such meeting, the power to execute and deliver such written consent. (b) This proxy is limited strictly to the matters specified in Section 4.1 hereof and shall not be exercisable with respect to any other matter that is subject to approval by Centerline’s shareholders. (c) To the fullest extent permitted by law, this proxy (a) is coupled with an interest, (b) shall be irrevocable and binding on successors and assigns of the Related Parties (including any transferee of any of the aforementioned Special Series A Shares or SPV Shares, as applicable), (c) shall be valid beyond eleven (11) months after the date of the execution of this Agreement and not be terminated by operation of law or upon the occurrence of any event. (d) The proxy set forth in this Section 4.2 shall operate to revoke any prior proxy as to such Special Series A Shares heretofore granted by RSA and to such SPV Shares heretofore granted by ▇▇ ▇▇ and, unless Centerline directs the Related Parties otherwise in writing, the Related Parties agree (i) not to grant any subsequent proxies with respect to the aforementioned Special Series A Shares or SPV Shares, (ii) to deposit any such Special Series A Shares or SPV Shares into a voting trust or (iii) to enter into a voting agreement with respect to such Special Series A Shares or SPV Shares.

Grant of Irrevocable Proxy. Effective upon the Effective Date as to the 310,194 Affiliated Stockholder Shares and 689,806 of the VLW Corp. Shares for an aggregate of one million (a1,000,000) By executing this AgreementExisting VLW Shares, and effective upon the Related Parties "Deferred Proxy Effective Date" (as hereinafter defined) as to the balance of the VLW Voting Shares (as hereinafter defined) (the "Deferred Proxy Shares"), VLW hereby irrevocably appoint Centerlinegrants to CEA II, or any person designated by CenterlineLtd., with full power of substitution as set forth herein (CEA II, Ltd. and re-substitution, its permitted substitute in its capacity as substitute being herein referred to as the sole attorney"Proxy"), agent and an irrevocable proxy for the Related Parties and hereby authorize and empower Centerline, or any person so designated by Centerline, as its proxy to vote all of the Special Series A Shares (created in connection with the Reclassification) of RSA identified on Schedule I hereto and all of the SPV Shares of ▇▇ ▇▇ identified on Schedule II hereto, in each case, that now or hereafter may be owned beneficially or of record by RSA or ▇▇ ▇▇, as applicable, and to exercise all voting and other rights of the Related Parties (to the fullest extent the Related Parties are entitled to do so) with respect to such Special Series A Shares and such SPV the Existing VLW Shares, at every annual, special or adjourned meeting of the shareholders of Centerline and with respect to any written consent other shares of the Company's common stock hereafter acquired by VLW Corp. or Affiliated Stockholder in lieu respect of any of the Existing VLW Shares, including any capital stock of the Company or subsidiaries or affiliated companies acquired by operation of law, such as by merger, or consolidation or spin-off; or by reason of any stock split, reclassification, share exchange or other reconstitution of the outstanding capital stock of the Company (all of which shares, however acquired, are herein referred to as the "VLW Voting Shares"), such proxy to specifically extend to the following rights and authorizations: (a) to attend any and all meetings of the stockholders of the Company in the name, place and stead of VLW with respect to any or all of the VLW Voting Shares, including the right to present such shares to be counted as attending the meeting by proxy for purposes of establishing a quorum, or the right to withhold such Shares in whole or in part from attendance at any such meeting, the power to execute and deliver such written consent.; (b) This proxy is limited strictly to cast such votes at any meeting of the matters specified stockholders and any adjournment thereof as shall be entitled to be cast by the holders of the VLW Voting Shares in Section 4.1 hereof and shall not be exercisable with respect such manner as the Proxy shall, in its sole discretion, determine, or to withhold such Shares in whole or in part from voting at any other matter that is subject to approval by Centerline’s shareholders.time or for any reason; (c) To to execute any documents required or advisable, in the fullest extent permitted by law, this proxy (a) is coupled with an interest, (b) shall be irrevocable and binding on successors and assigns sole discretion of the Related Parties (Proxy, to be executed by the holder of the VLW Voting Shares, including any transferee the call of any special meeting of the aforementioned Special Series A Shares or SPV Sharesstockholders, as applicable), (c) shall be valid beyond eleven (11) months after the date waiver of notice of any meeting of the execution stockholders, written consents of this Agreement and not be terminated by operation of law stockholders, whether unanimous or upon the occurrence of otherwise, ballots, attendance records or any event.other similar document; and (d) The proxy set forth in this Section 4.2 shall operate to revoke do any prior proxy or all of the foregoing on behalf of the holder of the VLW Voting Shares to the same effect as to if such Special Series A holder had taken such actions directly, notwithstanding any actual or alleged conflict of interest on the part of any holder of the VLW Voting Shares heretofore granted by RSA and to such SPV Shares heretofore granted by ▇▇ ▇▇ andor of CEA II, unless Centerline directs Ltd. or the Related Parties otherwise in writingProxy or any of their respective affiliates. As used herein, the Related Parties agree (i) not "holder of the VLW Voting Shares" shall mean the record or beneficial holder of such shares, as the case may be, or any other person, in each case who or which is the person entitled or permitted to grant any subsequent proxies exercise the voting rights or other stockholder rights, as applicable, with respect to the aforementioned Special Series A VLW Voting Shares or SPV Shares, (ii) to deposit any such Special Series A Shares or SPV Shares into a voting trust or (iii) to enter into a voting agreement with respect to such Special Series A Shares or SPV Sharesinvolved.

Grant of Irrevocable Proxy. (a) By executing this Agreement, the Related Parties hereby irrevocably appoint Centerline, or any person designated by Centerline, with full power of substitution and re-substitution, as the sole attorney, agent and proxy for the Related Parties and hereby authorize and empower Centerline, or any person so designated by Centerline, as its proxy a. With respect to vote all of the Special Series A Shares shares of Common Stock (created as such term is defined in connection with the ReclassificationInstrument) of RSA identified on Schedule I hereto and all issued by the Company for which Nominee is the legal record owner as of the SPV Shares date of ▇▇ ▇▇ identified on Schedule II heretothis irrevocable proxy or any subsequent date (the “Proxy Common Stock”), in each case, that now or hereafter to the extent the Holder may be owned beneficially or of record by RSA or ▇▇ ▇▇, as applicable, and deemed to exercise all possess any voting and other rights of the Related Parties (to the fullest extent the Related Parties are entitled to do so) with respect to such Special Series A Shares and such SPV Shares, at every annual, special or adjourned meeting of the shareholders of Centerline and with respect to any of such shares of Proxy Common Stock, the Holder hereby grants to Nominee an irrevocable proxy under Section 212 of the Delaware General Corporation Law to vote the Proxy Common Stock in any manner that Nominee may determine in its sole and absolute discretion. For the avoidance of doubt, Nominee (rather than the Holder) will vote the Proxy Common Stock with respect to all stockholder meetings and other actions (including actions by written consent in lieu of a meeting) on which holders of Proxy Common Stock may be entitled to vote by order of law. The Nominee hereby agrees to vote the Proxy Common Stock on any such matter voted on by the stockholders at any meeting thereof (including actions by written consent in lieu of a meeting) consistently with (i) the vote cast by the holders of the shares of Common Stock subject to that certain Stockholders Agreement, entered into as of July 11, 2021, by and among ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and certain of their affiliates and related entities and the power to execute and deliver such written consent. Company (bthe “Stockholders Agreement”), or if the Stockholders Agreement has been terminated, (ii) the majority of the votes cast on any matter voted on by the stockholders of the Company at any meeting thereof. This proxy is limited strictly to revokes any other proxy granted by the matters specified in Section 4.1 hereof and shall not be exercisable Holder at any time with respect to any other matter that is subject to approval by Centerline’s shareholdersthe Proxy Common Stock. b. The Nominee shall have no additional or implied duty, liability or obligation whatsoever to the Holder arising out of the Nominee’s exercise of this irrevocable proxy. The Holder expressly acknowledges and agrees that (ci) To the fullest extent permitted by lawHolder will not impede the exercise of the Nominee’s rights under this irrevocable proxy and (ii) the Holder waives and relinquishes any claim, this right or action the Holder might have, as a stockholder of the Company or otherwise, against the Nominee or any of its affiliates or agents (including any directors, officers, managers, members, and employees) in connection with any exercise of the irrevocable proxy (a) granted hereunder. c. This irrevocable proxy is coupled with an interestinterest and shall expire as to the Proxy Common Stock on the date upon which such Proxy Common Stock is released from the Holder’s Custodial Account, (b) which date shall be irrevocable and binding on successors and assigns the earlier of the Related Parties (including any transferee of any of the aforementioned Special Series A Shares or SPV Shares, as applicable), (ci) shall be valid beyond eleven (11) months after the date of the execution termination of this Agreement the Lock-Up Period (as such term is defined in the Instrument) and not be terminated by operation of law or upon the occurrence of any event. (d) The proxy set forth in this Section 4.2 shall operate to revoke any prior proxy as to such Special Series A Shares heretofore granted by RSA and to such SPV Shares heretofore granted by ▇▇ ▇▇ and, unless Centerline directs the Related Parties otherwise in writing, the Related Parties agree (i) not to grant any subsequent proxies with respect to the aforementioned Special Series A Shares or SPV Shares, (ii) the date the Company provides written notice to deposit any such Special Series A Shares or SPV Shares into a voting trust or (iii) Nominee instructing Nominee to enter into a voting agreement with respect transfer the Proxy Common Stock subject to such Special Series A Shares or SPV Sharesthe Instrument from the Custodial Accounts to the respective accounts designated by each Holder.

Grant of Irrevocable Proxy. (a) By executing this Agreement, the Related Parties Each Stockholder hereby -------------------------- irrevocably appoint Centerline, appoints and constitutes Acquisition or any person designated by Centerlinedesignee of Acquisition, with full power of substitution and re-substitution, as the sole attorneylawful agent, agent attorney and proxy for of the Related Parties and hereby authorize and empower Centerline, or any person so designated by Centerline, as its proxy Stockholder (each an "Irrevocable Proxy") during the term of this Agreement to vote in its sole discretion all of the Special Series A Shares of Common Stock of SeraNova of which such Stockholder is or becomes the owner of record or has the power to vote in the following manner for the following purposes: (created i) to call one or more meetings of the stockholders of SeraNova in accordance with the By-Laws of SeraNova and applicable law for the purpose of considering the transactions contemplated by the Merger Agreement such that the stockholders shall have the full opportunity to approve the Merger Agreement and any and all amendments, modifications and waivers thereof and the transactions contemplated thereby; (ii) in favor of the Merger Agreement or any of the transactions contemplated by the Merger Agreement at any stockholders' meetings of SeraNova held to consider the Merger Agreement (whether annual or special and whether or not an adjourned meeting); (iii) against any other proposal for any recapitalization, merger, sale of assets or other business combination between SeraNova and any other person or entity other than Acquisition or the taking of any action which would result in any of the conditions to Acquisition's obligations under the Merger Agreement not being fulfilled; and (iv) as otherwise necessary or appropriate to enable Acquisition to consummate the transactions contemplated by the Merger Agreement and, in connection with the Reclassification) of RSA identified on Schedule I hereto and all of the SPV Shares of ▇▇ ▇▇ identified on Schedule II heretosuch purposes, in each case, that now or hereafter may be owned beneficially or of record by RSA or ▇▇ ▇▇, as applicable, and to exercise all voting and other rights of the Related Parties (to the fullest extent the Related Parties are entitled to do so) with respect to such Special Series A Shares and such SPV Shares, at every annual, special or adjourned meeting of the shareholders of Centerline and with respect to any written consent in lieu of any such meeting, the power to execute and deliver such written consent. (b) This proxy is limited strictly to the matters specified in Section 4.1 hereof and shall not be exercisable with respect to any other matter that is subject to approval by Centerline’s shareholders. (c) To the fullest extent permitted by law, this proxy (a) is coupled with an interest, (b) shall be irrevocable and binding on successors and assigns of the Related Parties (including any transferee of any of the aforementioned Special Series A Shares or SPV Shares, as applicable), (c) shall be valid beyond eleven (11) months after the date of the execution of this Agreement and not be terminated by operation of law or upon the occurrence of any event. (d) The proxy set forth in this Section 4.2 shall operate to revoke any prior proxy as to such Special Series A Shares heretofore granted by RSA and to such SPV Shares heretofore granted by ▇▇ ▇▇ and, unless Centerline directs the Related Parties otherwise in writing, the Related Parties agree (i) not to grant any subsequent proxies act with respect to the aforementioned Special Series A Shares or SPV Shares, (ii) which the Stockholder is entitled to deposit any such Special Series A Shares or SPV Shares into a voting trust or (iii) to enter into a voting agreement vote. THIS IRREVOCABLE PROXY HAS BEEN GIVEN IN CONSIDERATION OF THE UNDERTAKINGS OF ACQUISITION AND SILVERLINE IN THE MERGER AGREEMENT AND SHALL BE IRREVOCABLE AND COUPLED WITH AN INTEREST UNTIL THE IRREVOCABLE PROXY TERMINATION DATE AS DEFINED IN SECTION 2 HEREOF. This Agreement shall revoke all other proxies granted by the Stockholders with respect to such Special Series A Shares their Shares. It is understood and agreed that nothing contained herein shall restrict or SPV Sharesotherwise affect the Stockholders' exercise of their fiduciary duties as Directors of SeraNova.

Grant of Irrevocable Proxy. Shareholder hereby irrevocably appoints May or any designee of May the lawful agent, attorney, and proxy of Shareholder, during the term of this Agreement, to (a) By executing this Agreementvote the Shares in favor of the Merger, (b) vote the Related Parties hereby irrevocably appoint CenterlineShares against any action or agreement that would result in a breach in any material aspect of any covenant, representation, or warranty or any person designated other obligation or agreement of Company under the Merger Agreement; and (c) vote the Shares against any action or agreement that would impede, interfere with, delay, postpone, or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Company, (ii) a sale or transfer of a material amount of the assets of Company or a reorganization, recapitalization, or liquidation of Company, (iii) any change in the management or board of directors of Company, except as otherwise agreed to in writing by CenterlineMay, (iv) any change in the present capitalization or dividend policy of Company; or (v) any other change in Company's corporate structure. Shareholder intends this proxy to be irrevocable and coupled with full power an interest and will take such further action or execute such other instruments as may be necessary to effectuate the intent of substitution and re-substitution, as the sole attorney, agent and this proxy for the Related Parties and hereby authorize and empower Centerline, or revokes any person so designated proxy previously granted by Centerline, as its proxy to vote all of the Special Series A Shares (created in connection with the Reclassification) of RSA identified on Schedule I hereto and all of the SPV Shares of ▇▇ ▇▇ identified on Schedule II hereto, in each case, that now or hereafter may be owned beneficially or of record by RSA or ▇▇ ▇▇, as applicable, and to exercise all voting and other rights of the Related Parties (to the fullest extent the Related Parties are entitled to do so) him with respect to such Special Series A Shares the Shares. Shareholder shall not hereafter, unless and such SPV Sharesuntil this Agreement terminates, at every annual, special purport to vote (or adjourned meeting execute a consent with respect to) any of the shareholders Shares (other than through this irrevocable proxy) or grant any other proxy or power of Centerline and attorney with respect to any written consent in lieu of any such meeting, the power to execute and deliver such written consent. (b) This proxy is limited strictly to the matters specified in Section 4.1 hereof and shall not be exercisable with respect to any other matter that is subject to approval by Centerline’s shareholders. (c) To the fullest extent permitted by law, this proxy (a) is coupled with an interest, (b) shall be irrevocable and binding on successors and assigns of the Related Parties (including any transferee of Shares, deposit any of the aforementioned Special Series A Shares or SPV Shares, as applicable), (c) shall be valid beyond eleven (11) months after the date of the execution of this Agreement and not be terminated by operation of law or upon the occurrence of any event. (d) The proxy set forth in this Section 4.2 shall operate to revoke any prior proxy as to such Special Series A Shares heretofore granted by RSA and to such SPV Shares heretofore granted by ▇▇ ▇▇ and, unless Centerline directs the Related Parties otherwise in writing, the Related Parties agree (i) not to grant any subsequent proxies with respect to the aforementioned Special Series A Shares or SPV Shares, (ii) to deposit any such Special Series A Shares or SPV Shares into a voting trust or (iii) to enter into a voting any agreement (other than this Agreement), arrangement, or understanding with any person, directly or indirectly, to vote, grant any proxy, or give instructions with respect to such Special Series A the voting of any of the Shares. Shareholder shall retain at all times the right to vote the Shares or SPV Sharesin Shareholder's sole discretion on all matters other than those set forth in this Paragraph 2 that are presented for a vote to the Shareholders of Company generally.

Grant of Irrevocable Proxy. (a) By executing this Agreement, the Related Parties The Stockholder hereby irrevocably appoint Centerlineconstitutes and appoints Sterling and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Chairman of the Board and Chief Executive Officer of Sterling, and ▇▇▇▇▇▇▇ ▇. ▇▇▇, Senior Vice President of Sterling, in their respective capacities as officers of Sterling, and any individual, who shall hereafter succeed to the office of Chairman of the Board and Chief Executive Officer or any person designated by CenterlineSenior Vice President, respectively, of Sterling, and each of them individually, as its true and lawful proxy and attorney-in-fact, with full power of substitution and re-substitution, as for and in the sole attorneyname, agent place and proxy for stead of the Related Parties Stockholder, to call and hereby authorize attend any and empower Centerlineall meetings of the Company's stockholders, or including the Company Stockholders' Meeting, at which the Merger is to be considered and voted upon by the Company's stockholders, and any person so designated by Centerlineadjournments thereof, as its proxy to execute any and all written consents of stockholders of the Company and to vote all of the Special Series A Shares (created in connection with the Reclassification) of RSA identified on Schedule I hereto and any and all shares of any other class of capital stock of the SPV Shares of ▇▇ ▇▇ identified on Schedule II hereto, in each case, that now Company presently or hereafter may be at any future time owned beneficially or of record by RSA the Stockholders, including any and all securities having voting rights issued or ▇▇ ▇▇issuable in respect thereof, which the Stockholder is entitled to vote (all of the foregoing being collectively referred to as applicablethe "Subject Stock"), and to exercise all voting represent and other rights of otherwise act as the Related Parties (to Stockholder could act, in the fullest extent same manner and with the Related Parties are entitled to do so) with respect to such Special Series A Shares and such SPV Sharessame effect as if the Stockholder were personally present, at every any such annual, special or adjourned other meeting of the shareholders stockholders of Centerline Sterling (including the Company Stockholders' Meeting), and with respect at any adjournment thereof (a "Meeting"), or pursuant to any written consent in lieu of meeting or otherwise; provided, however, that any such meetingvote or consent in lieu thereof or any other action so taken shall be solely for the purposes of voting in favor of the Merger, the power Merger Agreement and any transactions contemplated thereby. Such attorneys and proxies are hereby authorized to execute and deliver such written consent. (b) This proxy is limited strictly to vote the matters specified Subject Stock in Section 4.1 hereof and shall not be exercisable accordance with respect to any other matter that is subject to approval by Centerline’s shareholders. (c) To the fullest extent permitted by law, this proxy (a) is coupled with an interest, (b) shall be irrevocable and binding on successors and assigns terms of the Related Parties (including any transferee of any of the aforementioned Special Series A Shares or SPV Shares, as applicable), (c) shall be valid beyond eleven (11) months after the date of the execution of this Agreement and not be terminated by operation of law or upon the occurrence of any eventProxy granted hereby. (d) The proxy set forth in this Section 4.2 shall operate to revoke any prior proxy as to such Special Series A Shares heretofore granted by RSA and to such SPV Shares heretofore granted by ▇▇ ▇▇ and, unless Centerline directs the Related Parties otherwise in writing, the Related Parties agree (i) not to grant any subsequent proxies with respect to the aforementioned Special Series A Shares or SPV Shares, (ii) to deposit any such Special Series A Shares or SPV Shares into a voting trust or (iii) to enter into a voting agreement with respect to such Special Series A Shares or SPV Shares.

Grant of Irrevocable Proxy. Appoint- ------------------------------------ ment of Proxy. (a) By executing this Agreement, the Related Parties Each Stockholder hereby irrevocably appoint Centerline------------- grants to, or and appoints, Parent and ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and any person other individual who shall hereafter be designated by CenterlineParent, such Stockholder's proxy and attorney-in-fact (with full power of substitution substitution), for and re-substitutionin the name, as the sole attorneyplace and stead of such Stockholder, agent and proxy for the Related Parties and hereby authorize and empower Centerlineto vote such Stockholder's Shares, or any person so designated by Centerline, as its proxy to vote all grant a consent or approval in respect of the Special Series A Shares (created in connection with the Reclassification) of RSA identified on Schedule I hereto and all of the SPV Shares of ▇▇ ▇▇ identified on Schedule II hereto, in each case, that now or hereafter may be owned beneficially or of record by RSA or ▇▇ ▇▇, as applicable, and to exercise all voting and other rights of the Related Parties (to the fullest extent the Related Parties are entitled to do so) with respect to such Special Series A Shares and such SPV Shares, at every annual, special or adjourned any meeting of stockholders of the shareholders Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of Centerline substantial assets, reorganization, joint venture, recapitalization, dissolution, liquidation or winding up of or by the Company and (ii) any amendment of the Company's Amended and Restated Certificate 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 or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to any written consent in lieu of any such meetingto, the power to execute and deliver such written consentOffer, the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement (each of the foregoing in clause (i) or (ii) above, a "Competing Transaction"). (b) This proxy is limited strictly to the matters specified Such Stockholder represents that any proxies heretofore given in Section 4.1 hereof respect of such Stockholder's Shares are not irrevocable, and shall not be exercisable with respect to that any other matter that is subject to approval by Centerline’s shareholderssuch proxies are hereby revoked. (c) To Such Stockholder hereby affirms that the fullest extent permitted by law, this proxy (a) is coupled with an interest, (b) shall be irrevocable and binding on successors and assigns of the Related Parties (including any transferee of any of the aforementioned Special Series A Shares or SPV Shares, as applicable), (c) shall be valid beyond eleven (11) months after the date of the execution of this Agreement and not be terminated by operation of law or upon the occurrence of any event. (d) The proxy set forth in this Section 4.2 shall operate 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to revoke any prior secure the performance of the duties of the Stockholder under this Agreement. Such Stockholder hereby further affirms that the irrevocable proxy as is coupled with an interest and may under no circumstances be revoked. Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to such Special Series A Shares heretofore granted be done by RSA virtue hereof. Such irrevocable proxy is executed and intended to such SPV Shares heretofore granted by ▇▇ ▇▇ and, unless Centerline directs be irrevocable in accordance with the Related Parties otherwise in writing, provisions of Section 212(e) of the Related Parties agree Delaware General Corporation Law (i) not to grant any subsequent proxies with respect to the aforementioned Special Series A Shares or SPV Shares, (ii) to deposit any such Special Series A Shares or SPV Shares into a voting trust or (iii) to enter into a voting agreement with respect to such Special Series A Shares or SPV Shares"DGCL").

Grant of Irrevocable Proxy. (a) By executing this Agreement, the Related Parties Each Stockholder hereby irrevocably appoint Centerline, appoints and constitutes Parent or any person designated by Centerlinedesignee of Parent, with full power of substitution and re-substitution, as the sole attorneylawful agent, agent attorney and proxy for of the Related Parties and hereby authorize and empower Centerline, or any person so designated by Centerline, as its proxy Stockholder (each an "Irrevocable Proxy") during the term of this Agreement to vote in its sole discretion all of the Special Series A Shares shares of Company Common Stock of which such Stockholder is or becomes the beneficial owner with voting power for the following purposes: (created i) to call one or more meetings of the stockholders of Company in accordance with the by-laws of Company and applicable law for the purpose of considering a proposal to approve the Merger Agreement and the transactions contemplated thereby; (ii) to vote for approval of the Merger Agreement at any stockholders' meetings of Company held to consider the Merger Agreement (whether annual or special and whether or not an adjourned meeting); (iii) to vote against any other proposal for any recapitalization, merger, sale of assets or other business combination between Company and any other person or entity other than Parent or Acquisition, or the taking of any action which would result in any of the conditions to the obligations of Parent, Acquisition or Company under the Merger Agreement not being fulfilled; and (iv) to vote as otherwise necessary or appropriate to enable Acquisition to consummate the transactions contemplated by the Merger Agreement and, in connection with the Reclassification) of RSA identified on Schedule I hereto and all of the SPV Shares of ▇▇ ▇▇ identified on Schedule II heretosuch purposes, in each case, that now or hereafter may be owned beneficially or of record by RSA or ▇▇ ▇▇, as applicable, and to exercise all voting and other rights of the Related Parties (to the fullest extent the Related Parties are entitled to do so) with respect to such Special Series A Shares and such SPV Shares, at every annual, special or adjourned meeting of the shareholders of Centerline and with respect to any written consent in lieu of any such meeting, the power to execute and deliver such written consent. (b) This proxy is limited strictly to the matters specified in Section 4.1 hereof and shall not be exercisable with respect to any other matter that is subject to approval by Centerline’s shareholders. (c) To the fullest extent permitted by law, this proxy (a) is coupled with an interest, (b) shall be irrevocable and binding on successors and assigns of the Related Parties (including any transferee of any of the aforementioned Special Series A Shares or SPV Shares, as applicable), (c) shall be valid beyond eleven (11) months after the date of the execution of this Agreement and not be terminated by operation of law or upon the occurrence of any event. (d) The proxy set forth in this Section 4.2 shall operate to revoke any prior proxy as to such Special Series A Shares heretofore granted by RSA and to such SPV Shares heretofore granted by ▇▇ ▇▇ and, unless Centerline directs the Related Parties otherwise in writing, the Related Parties agree (i) not to grant any subsequent proxies act with respect to the aforementioned Special Series A Company Shares or SPV Shares, (ii) which the Stockholder is entitled to deposit any such Special Series A Shares or SPV Shares into a voting trust or (iii) to enter into a voting agreement vote. THIS IRREVOCABLE PROXY HAS BEEN GIVEN IN CONSIDERATION OF THE UNDERTAKINGS OF PARENT AND ACQUISITION IN THE MERGER AGREEMENT AND SHALL BE IRREVOCABLE AND COUPLED WITH AN INTEREST UNTIL THE IRREVOCABLE PROXY TERMINATION DATE AS DEFINED IN SECTION 2 HEREOF. This Agreement shall revoke all other proxies granted by the Stockholders with respect to such Special Series A Shares or SPV their Company Shares.

Grant of Irrevocable Proxy. (a) By executing this Agreement, the Related Parties The Stockholder hereby irrevocably appoint Centerlineconstitutes and appoints the Company and R. Euge▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇airman of the Board of the Company, and Will▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇, President and Chief Executive Officer of the Company, in their respective capacities as officers of the Company, and any individual, who shall hereafter succeed to the office of Chairman of the Board or any person designated by CenterlinePresident and Chief Executive Officer, respectively, of the Company, and each of them individually, as its true and lawful proxy and attorney-in-fact, with full power of substitution and re-substitution, as for and in the sole attorneyname, agent place and proxy for stead of the Related Parties Stockholder, to call and hereby authorize attend any and empower Centerlineall meetings of IHK's stockholders, or including IHK's Shareholders' Meeting, at which the issuance of the Stock Consideration by IHK upon consummation of the Merger is to be considered and voted upon by IHK's stockholders, and any person so designated by Centerlineadjournments thereof, as its proxy to execute any and all written consents of stockholders of IHK and to vote all of the Special Series A Shares (created in connection with the Reclassification) of RSA identified on Schedule I hereto and any and all shares of the SPV Shares any other class of ▇▇ ▇▇ identified on Schedule II hereto, in each case, that now capital stock of IHK presently or hereafter may be at any future time owned beneficially or of record by RSA the Stockholders, including any and all securities having voting rights issued or ▇▇ ▇▇issuable in respect thereof, which the Stockholder is entitled to vote other than as applicableset forth on Exhibit B hereto (all of the foregoing being collectively referred to as the "Subject Stock"), and to exercise all voting represent and other rights of otherwise act as the Related Parties (to Stockholder could act, in the fullest extent same manner and with the Related Parties are entitled to do so) with respect to such Special Series A Shares and such SPV Sharessame effect as if the Stockholder were personally present, at every any such annual, special or adjourned other meeting of the shareholders stockholders of Centerline the Company (including the IHK's Shareholders' Meeting), and with respect at any adjournment thereof (a "Meeting"), or pursuant to any written consent in lieu of meeting or otherwise; provided, however, that any such meeting, the power to execute and deliver such written consent. (b) This proxy is limited strictly to the matters specified vote or consent in Section 4.1 hereof and shall not be exercisable with respect to lieu thereof or any other matter that is subject to approval by Centerline’s shareholders. (c) To the fullest extent permitted by law, this proxy (a) is coupled with an interest, (b) action so taken shall be irrevocable and binding on successors and assigns solely for the purposes of voting in favor of issuance of the Related Parties (including any transferee of any Stock Consideration upon consummation of the aforementioned Special Series A Shares or SPV Shares, as applicable), (c) shall be valid beyond eleven (11) months after Merger and any transactions contemplated thereby. Such attorneys and proxies are hereby authorized to vote the date Subject Stock in accordance with the terms of the execution of this Agreement and not be terminated by operation of law or upon the occurrence of any eventProxy contemplated hereby. (d) The proxy set forth in this Section 4.2 shall operate to revoke any prior proxy as to such Special Series A Shares heretofore granted by RSA and to such SPV Shares heretofore granted by ▇▇ ▇▇ and, unless Centerline directs the Related Parties otherwise in writing, the Related Parties agree (i) not to grant any subsequent proxies with respect to the aforementioned Special Series A Shares or SPV Shares, (ii) to deposit any such Special Series A Shares or SPV Shares into a voting trust or (iii) to enter into a voting agreement with respect to such Special Series A Shares or SPV Shares.

Grant of Irrevocable Proxy. (a) By executing this Agreement, the Related Parties Each Stockholder hereby irrevocably appoint Centerline, appoints and constitutes Parent or any person designated by Centerlinedesignee of Parent, with full power of substitution and re-substitution, as the sole attorneylawful agent, agent attorney and proxy for of the Related Parties and hereby authorize and empower Centerline, or any person so designated by Centerline, as its proxy Stockholder (each an "Irrevocable Proxy") during the term of this Agreement to vote in its sole discretion all of the Special Series A Shares shares of Company Common Stock of which such Stockholder is or becomes the owner of record or has the power to vote in the following manner for the following purposes: (created i) to call one or more meetings of the stockholders of Company in accordance with the By-Laws of Company and applicable law for the purpose of considering the transactions contemplated by the Merger Agreement such that the stockholders shall have the full opportunity to approve the Merger Agreement and any and all amendments, modifications and waivers thereof and the transactions contemplated thereby; (ii) in favor of the Merger Agreement or any of the transactions contemplated by the Merger Agreement at any stockholders meetings of Company held to consider the Merger Agreement (whether annual or special and whether or not an adjourned meeting); (iii) against any other proposal for any recapitalization, merger, sale of assets or other business combination between Company and any other person or entity other than Buyer or Parent or the taking of any action which would result in any of the conditions to Parent's obligations under the Merger Agreement not being fulfilled; and (iv) as otherwise necessary or appropriate to enable Buyer and Parent to consummate the transactions contemplated by the Merger Agreement and, in connection with the Reclassification) of RSA identified on Schedule I hereto and all of the SPV Shares of ▇▇ ▇▇ identified on Schedule II heretosuch purposes, in each case, that now or hereafter may be owned beneficially or of record by RSA or ▇▇ ▇▇, as applicable, and to exercise all voting and other rights of the Related Parties (to the fullest extent the Related Parties are entitled to do so) with respect to such Special Series A Shares and such SPV Shares, at every annual, special or adjourned meeting of the shareholders of Centerline and with respect to any written consent in lieu of any such meeting, the power to execute and deliver such written consent. (b) This proxy is limited strictly to the matters specified in Section 4.1 hereof and shall not be exercisable with respect to any other matter that is subject to approval by Centerline’s shareholders. (c) To the fullest extent permitted by law, this proxy (a) is coupled with an interest, (b) shall be irrevocable and binding on successors and assigns of the Related Parties (including any transferee of any of the aforementioned Special Series A Shares or SPV Shares, as applicable), (c) shall be valid beyond eleven (11) months after the date of the execution of this Agreement and not be terminated by operation of law or upon the occurrence of any event. (d) The proxy set forth in this Section 4.2 shall operate to revoke any prior proxy as to such Special Series A Shares heretofore granted by RSA and to such SPV Shares heretofore granted by ▇▇ ▇▇ and, unless Centerline directs the Related Parties otherwise in writing, the Related Parties agree (i) not to grant any subsequent proxies act with respect to the aforementioned Special Series A Shares or SPV Shares, (ii) which the Stockholder is entitled to deposit any such Special Series A Shares or SPV Shares into a voting trust or (iii) to enter into a voting agreement vote. THIS IRREVOCABLE PROXY HAS BEEN GIVEN IN CONSIDERATION OF THE UNDERTAKINGS OF BUYER AND PARENT IN THE MERGER AGREEMENT AND SHALL BE IRREVOCABLE AND COUPLED WITH AN INTEREST UNTIL THE EXPIRATION DATE AS DEFINED IN SECTION 2 HEREOF. This Agreement shall revoke all other proxies granted by the Stockholders with respect to such Special Series A Shares or SPV their Shares.

Grant of Irrevocable Proxy. (a) By executing this Agreement, the Related Parties The Stockholder hereby irrevocably appoint Centerlineconstitutes and appoints Lexicon and Arth▇▇ ▇. ▇▇▇▇▇, ▇.D., Ph.D., President and Chief Executive Officer of Lexicon, and Jeff▇▇▇ ▇. ▇▇▇▇, ▇▇ecutive Vice President and General Counsel of Lexicon, in their respective capacities as officers of Lexicon, and any individual, who shall hereafter succeed to the office of President and Chief Executive Officer or any person designated by CenterlineExecutive Vice President and General Counsel, respectively, of Lexicon, and each of them individually, as the Stockholder's true and lawful proxy and attorney-in-fact, with full power of substitution and re-substitution, as for and in the sole attorneyname, agent place and proxy for stead of the Related Parties Stockholder, to call and hereby authorize attend any and empower Centerlineall meetings of the Coelacanth stockholders and any adjournments thereof, or to execute any person so designated by Centerlineand all written consents of stockholders of the Coelacanth, as its proxy and to vote all of the Special Series A Shares (created and to represent and otherwise act as the Stockholder could act, in connection the same manner and with the Reclassification) of RSA identified on Schedule I hereto and all of same effect as if the SPV Shares of ▇▇ ▇▇ identified on Schedule II hereto, in each case, that now or hereafter may be owned beneficially or of record by RSA or ▇▇ ▇▇, as applicable, and to exercise all voting and other rights of the Related Parties (to the fullest extent the Related Parties are entitled to do so) with respect to such Special Series A Shares and such SPV SharesStockholder were personally present, at every any annual, special or adjourned other meeting of the shareholders stockholders of Centerline the Coelacanth, and with respect at any adjournment thereof (a "Meeting"), or pursuant to any written consent in lieu of meeting or otherwise; provided, however, that any such meeting, the power to execute and deliver such written consent. (b) This proxy is limited strictly to the matters specified vote or consent in Section 4.1 hereof and shall not be exercisable with respect to lieu thereof or any other matter that is subject to approval by Centerline’s shareholders. (c) To the fullest extent permitted by law, this proxy (a) is coupled with an interest, (b) action so taken shall be irrevocable and binding on successors and assigns solely for the purposes of the Related Parties (including any transferee of any of the aforementioned Special Series A Shares or SPV Shares, as applicable), (c) shall be valid beyond eleven (11) months after the date of the execution of this Agreement and not be terminated by operation of law or upon the occurrence of any event. (d) The proxy set forth in this Section 4.2 shall operate to revoke any prior proxy as to such Special Series A Shares heretofore granted by RSA and to such SPV Shares heretofore granted by ▇▇ ▇▇ and, unless Centerline directs the Related Parties otherwise in writing, the Related Parties agree (i) not to grant voting in favor of the Merger and the Merger Agreement and any subsequent proxies with respect to the aforementioned Special Series A Shares transactions contemplated thereby or SPV Shares, (ii) rejecting any proposal for any merger 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 Coelacanth or amendment of the Coelacanth's Certificate of Incorporation or By-laws or any other transaction or action which is intended to deposit any such Special Series A frustrate or impair the right or ability of Lexicon, on the one hand, and Coelacanth, on the other hand, to consummate the Merger (a "Competing Proposal"). Such attorneys and proxies are hereby authorized to vote the Shares or SPV Shares into a voting trust or (iii) to enter into a voting agreement in accordance with respect to such Special Series A Shares or SPV Sharesthe terms of the Proxy contemplated hereby.

Grant of Irrevocable Proxy. (ai) By executing this Agreement, the Related Parties Each Stockholder hereby irrevocably appoint Centerlinegrants to, or and appoints, Plug Power, and any person individuals designated in writing by CenterlinePlug Power, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), as for and in the sole attorneyname, agent place and proxy stead of such Stockholder, to vote the Shares, to instruct nominees or record holders to vote the Shares, or grant a consent or approval in respect of the Shares for the Related Parties and hereby authorize and empower Centerline, or any person so designated by Centerline, as its matters set forth in Section 1(a). This proxy to vote all of the Special Series A Shares (created in connection with the Reclassification) of RSA identified on Schedule I hereto and all of the SPV Shares of ▇▇ ▇▇ identified on Schedule II hereto, in each case, that now or hereafter may shall be owned beneficially or of record by RSA or ▇▇ ▇▇, as applicable, and to exercise all voting and other rights of the Related Parties (to the fullest extent the Related Parties are entitled to do so) with respect to such Special Series A Shares and such SPV Shares, at every annual, special or adjourned meeting of the shareholders of Centerline and effective with respect to any written Stockholder if, at any annual or special meeting of the stockholders of Plug Power during the Support Period (or any consent in lieu thereof) and at any adjournments or postponements of any such meetings, such Stockholder (A) fails to appear or otherwise fails to cause the Shares to be counted as present for purposes of calculating a quorum, or (B) fails to vote the Shares in accordance with Section 1(a), in each case at least seven (7) days prior to the date of such stockholders’ meeting (or within seven (7) days following the record date for any consent in lieu of any such stockholders’ meeting); provided, however, that such Stockholder may vote the power Shares in person at such meeting notwithstanding the prior execution and delivery of such proxy by the individuals designated by Plug Power pursuant to execute this paragraph. Each Stockholder understands and deliver acknowledges that Plug Power is entering into this Agreement in reliance upon such written consentStockholder’s grant of this irrevocable proxy. (bii) This proxy is limited strictly to Each Stockholder represents that any proxies heretofore given in respect of the matters specified Shares that may still be in Section 4.1 hereof effect are not irrevocable, and shall not be exercisable with respect to that any other matter that is subject to approval by Centerline’s shareholderssuch proxies are hereby revoked. (ciii) To Each Stockholder hereby affirms that the fullest extent permitted by law, irrevocable proxy set forth in this proxy (aSection 1(b) is coupled given in connection with an interest, (b) shall be irrevocable and binding on successors and assigns of the Related Parties (including any transferee of any of the aforementioned Special Series A Shares or SPV Shares, as applicable), (c) shall be valid beyond eleven (11) months after the date of the execution of this Agreement and not be terminated by operation the transactions contemplated hereby, and that such irrevocable proxy is given to secure the performance of law or upon the occurrence duties of any event. (d) The such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy set forth in this Section 4.2 shall operate to revoke any prior proxy as to such Special Series A Shares heretofore granted by RSA and to such SPV Shares heretofore granted by ▇▇ ▇▇ is coupled with an interest and, unless Centerline directs until the Related Parties otherwise expiration of the Support Period, may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in writing, accordance with this Agreement. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the Related Parties agree (i) not to grant any subsequent proxies with respect to the aforementioned Special Series A Shares or SPV Shares, (ii) to deposit any such Special Series A Shares or SPV Shares into a voting trust or (iii) to enter into a voting agreement with respect to such Special Series A Shares or SPV Sharesprovisions of Delaware General Corporation Law.

Grant of Irrevocable Proxy. (a) By executing this Agreement, the Related Parties Each Stockholder hereby irrevocably appoint Centerline, appoints and constitutes Acquisition or any person designated by Centerlinedesignee of Acquisition, with full power of substitution and re-substitution, as the sole attorneylawful agent, agent attorney and proxy of the Stockholder (each an "Irrevocable Proxy") during the term of this Agreement to vote in its sole discretion the number of Shares specified in Schedule A hereto (such Shares, together with any Shares which such Shareholder acquires after the date hereof, being the "Option Shares") in the following manner for the Related Parties following purposes: (i) to call one or more meetings of the stockholders of Audits in accordance with the By-Laws of Audits and hereby authorize applicable law for the purpose of considering the transactions contemplated by the Merger Agreement such that the stockholders shall have the full opportunity to approve the Merger Agreement and empower Centerlineany and all amendments, modifications and waivers thereof and the transactions contemplated thereby; (ii) in favor of the Merger Agreement or any person so designated by Centerline, as its proxy to vote all of the Special Series A Shares transactions contemplated by the Merger Agreement at any stockholders' meetings of Audits held to consider the Merger Agreement (created whether annual or special and whether or not an adjourned meeting); (iii) against any other proposal for any recapitalization, merger, sale of assets or other business combination between Audits and any other person or entity other than Acquisition or the taking of any action which would result in any of the conditions to Acquisition's obligations under the Merger Agreement not being fulfilled; and (iv) as otherwise necessary or appropriate to enable Acquisition to consummate the transactions contemplated by the Merger Agreement and, in connection with the Reclassification) of RSA identified on Schedule I hereto and all of the SPV Shares of ▇▇ ▇▇ identified on Schedule II heretosuch purposes, in each case, that now or hereafter may be owned beneficially or of record by RSA or ▇▇ ▇▇, as applicable, and to exercise all voting and other rights of the Related Parties (to the fullest extent the Related Parties are entitled to do so) with respect to such Special Series A Shares and such SPV Shares, at every annual, special or adjourned meeting of the shareholders of Centerline and with respect to any written consent in lieu of any such meeting, the power to execute and deliver such written consent. (b) This proxy is limited strictly to the matters specified in Section 4.1 hereof and shall not be exercisable with respect to any other matter that is subject to approval by Centerline’s shareholders. (c) To the fullest extent permitted by law, this proxy (a) is coupled with an interest, (b) shall be irrevocable and binding on successors and assigns of the Related Parties (including any transferee of any of the aforementioned Special Series A Shares or SPV Shares, as applicable), (c) shall be valid beyond eleven (11) months after the date of the execution of this Agreement and not be terminated by operation of law or upon the occurrence of any event. (d) The proxy set forth in this Section 4.2 shall operate to revoke any prior proxy as to such Special Series A Shares heretofore granted by RSA and to such SPV Shares heretofore granted by ▇▇ ▇▇ and, unless Centerline directs the Related Parties otherwise in writing, the Related Parties agree (i) not to grant any subsequent proxies act with respect to the aforementioned Special Series A Shares or SPV Shares, (ii) which the Stockholder is entitled to deposit any such Special Series A Shares or SPV Shares into a voting trust or (iii) to enter into a voting agreement vote. THIS IRREVOCABLE PROXY HAS BEEN GIVEN IN CONSIDERATION OF THE UNDERTAKINGS OF ACQUISITION AND Group Ltd. IN THE MERGER AGREEMENT AND SHALL BE IRREVOCABLE AND COUPLED WITH AN INTEREST UNTIL THE IRREVOCABLE PROXY TERMINATION DATE AS DEFINED IN SECTION 2 HEREOF. This Agreement shall revoke all other proxies granted by the Stockholders with respect to such Special Series A Shares or SPV their Option Shares.

Grant of Irrevocable Proxy. (a) By executing this Agreement, the Related Parties The Stockholder hereby irrevocably appoint Centerlineconstitutes and appoints the Company and R. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chairman of the Board of the Company, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III, President and Chief Executive Officer of the Company, in their respective capacities as officers of the Company, and any individual, who shall hereafter succeed to the office of Chairman of the Board or any person designated by CenterlinePresident and Chief Executive Officer, respectively, of the Company, and each of them individually, as its true and lawful proxy and attorney-in-fact, with full power of substitution and re-substitution, as for and in the sole attorneyname, agent place and proxy for stead of the Related Parties Stockholder, to call and hereby authorize attend any and empower Centerlineall meetings of IHK's stockholders, or including IHK's Shareholders' Meeting, at which the issuance of the Stock Consideration by IHK upon consummation of the Merger is to be considered and voted upon by IHK's stockholders, and any person so designated by Centerlineadjournments thereof, as its proxy to execute any and all written consents of stockholders of IHK and to vote all of the Special Series A Shares (created in connection with the Reclassification) of RSA identified on Schedule I hereto and any and all shares of the SPV Shares any other class of ▇▇ ▇▇ identified on Schedule II hereto, in each case, that now capital stock of IHK presently or hereafter may be at any future time owned beneficially or of record by RSA the Stockholders, including any and all securities having voting rights issued or ▇▇ ▇▇issuable in respect thereof, which the Stockholder is entitled to vote other than as applicableset forth on Exhibit B hereto (all of the foregoing being collectively referred to as the "Subject Stock"), and to exercise all voting represent and other rights of otherwise act as the Related Parties (to Stockholder could act, in the fullest extent same manner and with the Related Parties are entitled to do so) with respect to such Special Series A Shares and such SPV Sharessame effect as if the Stockholder were personally present, at every any such annual, special or adjourned other meeting of the shareholders stockholders of Centerline the Company (including the IHK's Shareholders' Meeting), and with respect at any adjournment thereof (a "Meeting"), or pursuant to any written consent in lieu of meeting or otherwise; provided, however, that any such meeting, the power to execute and deliver such written consent. (b) This proxy is limited strictly to the matters specified vote or consent in Section 4.1 hereof and shall not be exercisable with respect to lieu thereof or any other matter that is subject to approval by Centerline’s shareholders. (c) To the fullest extent permitted by law, this proxy (a) is coupled with an interest, (b) action so taken shall be irrevocable and binding on successors and assigns solely for the purposes of voting in favor of issuance of the Related Parties (including any transferee of any Stock Consideration upon consummation of the aforementioned Special Series A Shares or SPV Shares, as applicable), (c) shall be valid beyond eleven (11) months after Merger and any transactions contemplated thereby. Such attorneys and proxies are hereby authorized to vote the date Subject Stock in accordance with the terms of the execution of this Agreement and not be terminated by operation of law or upon the occurrence of any eventProxy contemplated hereby. (d) The proxy set forth in this Section 4.2 shall operate to revoke any prior proxy as to such Special Series A Shares heretofore granted by RSA and to such SPV Shares heretofore granted by ▇▇ ▇▇ and, unless Centerline directs the Related Parties otherwise in writing, the Related Parties agree (i) not to grant any subsequent proxies with respect to the aforementioned Special Series A Shares or SPV Shares, (ii) to deposit any such Special Series A Shares or SPV Shares into a voting trust or (iii) to enter into a voting agreement with respect to such Special Series A Shares or SPV Shares.

Grant of Irrevocable Proxy. (a) By executing this AgreementEach Other Investor, hereby grants to the Related Parties hereby irrevocably appoint CenterlineTriggering Stockholder such Other Investor’s proxy, and appoints the Triggering Stockholders, or any person designated by Centerlinedesignee or nominee of the triggering stockholders, as such Investor’s attorney-in-fact (with full power of substitution and re-substitutionresubstitution), as for and in its name, place and stead, (i) to vote or act by written consent with respect to the sole attorney, agent and proxy for the Related Parties and hereby authorize and empower Centerline, Shares (including any Purchased Equity Shares or Granted Equity Shares) now or hereafter Owned by such Other Investor (or any person so designated by CenterlineTransferee thereof) (including the right to sign his, as her or its proxy name to vote all of any consent, certificate or other document relating to the Special Series A Shares (created Company that applicable law may require) in connection with the Reclassification) of RSA identified on Schedule I hereto any and all of the SPV matters contemplated by this Section 2(c) or (ii) to take any and all reasonable action necessary to sell or otherwise Transfer any Shares of ▇▇ ▇▇ identified on Schedule II hereto, in each case, that now (including any Purchased Equity Shares or hereafter may be owned beneficially or of record Granted Equity Shares) Owned by RSA or ▇▇ ▇▇, such Investor as applicable, and to exercise all voting and other rights of the Related Parties (to the fullest extent the Related Parties are entitled to do socontemplated by this Section 2(c) with respect to such Special Series A Shares and such SPV Shares, at every annual, special or adjourned meeting of the shareholders of Centerline and with respect to any written consent in lieu of any such meeting, the power to execute and deliver such written consent. (b) hereof. This proxy is limited strictly to the matters specified in Section 4.1 hereof coupled with an interest and shall not be exercisable irrevocable, and each such Other Investor will take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy and, except with respect to any other matter proxy given by the Other Investor to the Company or the Triggering Stockholders (or pursuant to the purchase agreement), hereby revokes any proxy previously granted by such Other Investor with respect to such Other Investor’s Shares. In the event that the proxy granted in this Section 2(c)(viii) is subject inconsistent with the terms of any other proxy granted by an Other Investor to approval by Centerline’s shareholders. (cthe Triggering Stockholders or any other Person, including pursuant to any stock incentive or other equity compensation plan of the Company, then the terms of the proxy granted in this Section 2(c)(viii) To shall govern. In the event that any or all provisions of this Section 2(c)(viii) are determined to be unenforceable, each Other Investor will enter into a proxy that, to the fullest extent permitted by applicable law, this proxy (a) is coupled with an interest, (b) shall be irrevocable preserves the intent and binding on successors and assigns of provides the Related Parties (including any transferee of any of Triggering Stockholders substantially the aforementioned Special Series A Shares or SPV Shares, as applicable), (c) shall be valid beyond eleven (11) months after the date of the execution same benefits of this Agreement and not be terminated by operation of law or upon the occurrence of any eventSection 2(c)(viii). (d) The proxy set forth in this Section 4.2 shall operate to revoke any prior proxy as to such Special Series A Shares heretofore granted by RSA and to such SPV Shares heretofore granted by ▇▇ ▇▇ and, unless Centerline directs the Related Parties otherwise in writing, the Related Parties agree (i) not to grant any subsequent proxies with respect to the aforementioned Special Series A Shares or SPV Shares, (ii) to deposit any such Special Series A Shares or SPV Shares into a voting trust or (iii) to enter into a voting agreement with respect to such Special Series A Shares or SPV Shares.

Grant of Irrevocable Proxy. (a) By executing this AgreementEach Other Investor, hereby grants to the Related Parties hereby irrevocably appoint CenterlineTriggering Stockholder such Other Investor’s proxy, and appoints the Triggering Stockholders, or any person designated by Centerlinedesignee or nominee of the triggering stockholders, as such Investor’s attorney-in-fact (with full power of substitution and re-substitutionresubstitition), as for and in its name, place and stead, (i) to vote or act by written consent with respect to the sole attorney, agent and proxy for the Related Parties and hereby authorize and empower Centerline, Shares (including any Purchased Equity Shares or Granted Equity Shares) now or hereafter Owned by such Other Investor (or any person so designated by CenterlineTransferee thereof) (including the right to sign his, as her or its proxy name to vote all of any consent, certificate or other document relating to the Special Series A Shares (created Company that applicable law may require) in connection with the Reclassification) of RSA identified on Schedule I hereto any and all of the SPV matters contemplated by Section 2(c) or (ii) to take any and all reasonable action necessary to sell or otherwise Transfer any Shares of ▇▇ ▇▇ identified on Schedule II hereto, in each case, that now (including any Purchased Equity Shares or hereafter may be owned beneficially or of record Granted Equity Shares) Owned by RSA or ▇▇ ▇▇, such Investor as applicable, and to exercise all voting and other rights of the Related Parties (to the fullest extent the Related Parties are entitled to do socontemplated by Section 2(c) with respect to such Special Series A Shares and such SPV Shares, at every annual, special or adjourned meeting of the shareholders of Centerline and with respect to any written consent in lieu of any such meeting, the power to execute and deliver such written consent. (b) hereof. This proxy is limited strictly to the matters specified in Section 4.1 hereof coupled with an interest and shall not be exercisable irrevocable, and each such Other Investor will take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy and, except with respect to any other matter proxy given by the Other Investor to the Company or the Triggering Stockholders (or pursuant to the purchase agreement), hereby revokes any proxy previously granted by such Other Investor with respect to such Other Investor’s Shares. In the event that the proxy granted in this Section 2(c)(viii) is subject inconsistent with the terms of any other proxy granted by an Other Investor to approval by Centerline’s shareholders. (cthe Triggering Stockholders or any other Person, including pursuant to any stock incentive or other equity compensation plan of the Company, then the terms of the proxy granted in this Section 2(c)(viii) To shall govern. In the event that any or all provisions of this Section 2(c)(viii) are determined to be unenforceable, each Other Investor will enter into a proxy that, to the fullest extent permitted by applicable law, this proxy (a) is coupled with an interest, (b) shall be irrevocable preserves the intent and binding on successors and assigns of provides the Related Parties (including any transferee of any of Triggering Stockholders substantially the aforementioned Special Series A Shares or SPV Shares, as applicable), (c) shall be valid beyond eleven (11) months after the date of the execution same benefits of this Agreement and not be terminated by operation of law or upon the occurrence of any eventSection 2(c)(viii). (d) The proxy set forth in this Section 4.2 shall operate to revoke any prior proxy as to such Special Series A Shares heretofore granted by RSA and to such SPV Shares heretofore granted by ▇▇ ▇▇ and, unless Centerline directs the Related Parties otherwise in writing, the Related Parties agree (i) not to grant any subsequent proxies with respect to the aforementioned Special Series A Shares or SPV Shares, (ii) to deposit any such Special Series A Shares or SPV Shares into a voting trust or (iii) to enter into a voting agreement with respect to such Special Series A Shares or SPV Shares.