Common use of Grant of Irrevocable Proxy Clause in Contracts

Grant of Irrevocable Proxy. The Supporting Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent and/or any designee of Parent, and each of them individually, as such Supporting Shareholder’s proxies and attorneys-in-fact, with full power of substitution and re-substitution, for and in such Supporting Shareholder’s name, place and stead, to vote, act by written consent or execute and deliver a proxy, solely in respect of the matters described in, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement and the Transactions, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder under this Agreement. The Supporting Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest, and (ii) subject to the last sentence of this Section 2.3, executed and intended to be irrevocable in accordance with the provisions of the Laws of the State of New York, and (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its terms.

Grant of Irrevocable Proxy. The Supporting (a) Subject to Sections 1 and 5(a), Shareholder hereby irrevocably and unconditionally grants a proxy to, to and appoints, Parent and/or any designee Castlerigg, and each of Parentits successors (individually, an "Authorized Party" and, collectively, the "Authorized Parties"), and each of them individually, as such Supporting Shareholder’s proxies proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution), for and in such Supporting Shareholder’s the name, place and steadstead of Shareholder, to votevote the Shares (the "Proxy"), act by written consent or Shareholder, and EBOF as a control person of Shareholder, agrees to execute and deliver a any separate irrevocable proxy or other instrument that may be requested in furtherance of this Section 5 from time to time. The Proxy is irrevocable pursuant to Section 78:355 of the Nevada Revised Statutes. Castlerigg has received this Proxy in connection with the exchange of consideration with EBOF pursuant to an Amendment and Exchange Agreement and the proxy is coupled with an interest and is irrevocable subject to Sections 1 and 5(a). (b) Shareholder shall, and EBOF take all actions necessary to cause Shareholder to, grant, execute and deliver from time to time, any proxy, solely instrument, power of attorney, certificate, affidavit or other instrument necessary from time to time in order to effectuate the grant of the Proxy herein to Castlerigg or any successor necessary to act as Authorized Party. (c) Shareholder represents that any proxies heretofore given in respect of the matters described in, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement and the Transactionsits Shares are revocable, and that any such irrevocable proxy is given to secure the performance of the duties of such Supporting proxies have been or are hereby forever revoked. (d) Shareholder under this Agreement. The Supporting Shareholder and EBOF hereby (a) further affirms that such irrevocable proxy the Proxy granted in connection with this instrument is (i) coupled with an interestinterest and may under no circumstances be revoked, except as otherwise provided in this Proxy. EBOF and (ii) subject Shareholder hereby each ratifies and confirms all that the Proxy may lawfully do or cause to the last sentence of this Section 2.3, be done by virtue hereof. The Proxy is executed and intended to be irrevocable prior to termination of this Proxy in accordance with the provisions of the Laws of the State of New Yorkthis Proxy and Nevada law, and (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking Proxy shall be given by such Supporting Shareholder valid until the Termination Date. (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with e) This Proxy is revocable only following the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its termsTermination Date.

Grant of Irrevocable Proxy. The Supporting Shareholder Stockholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent and/or each of Audi and any designee of Parentindividual designated in writing by Audi, and each of them individually, as such Supporting ShareholderStockholder’s proxies proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution), for and in such Supporting Shareholder’s the name, place and steadstead of Stockholder, to voteattend any meeting of stockholders of the Company on behalf of such Stockholder or otherwise cause all of the Subject Shares to be counted as present thereat for purposes of establishing a quorum, act by written to vote the Subject Shares, or grant a consent or execute and deliver a proxy, solely approval in respect of the matters described inSubject Shares, solely in a manner required by this Section 2. Stockholder understands and acknowledges that the Investors are entering into the Investment Agreement and the applicable Investment Documents in accordance with, Section 2.1(a), reliance upon Stockholder’s execution and to vote or grant a written consent with respect to delivery of this Agreement. Stockholder hereby affirms that the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney set forth in this Section 2(b) is given in connection with, and in consideration of, of the execution of the Merger Investment Agreement and by the TransactionsInvestors, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder Stockholder under this Agreement. The Supporting Shareholder Stockholder hereby (a) further affirms that such the irrevocable proxy is (i) coupled with an interest, interest sufficient at law to support an irrevocable proxy and (ii) subject to the last sentence of this Section 2.3, executed and intended to be irrevocable in accordance with the provisions of the Laws of the State of New York, and (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted may under this Section 2.3 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not circumstances be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate except upon the termination of this Agreement in accordance with its terms. Stockholder hereby ratifies and confirms all actions that such proxyholder may lawfully take or cause to be taken by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable, and the exercise of the voting rights of the Subject Shares in the manner required by this Section 2 is intended to be enforceable, in accordance with the provisions of all applicable Law, including Sections 212 and 218 of the DGCL. The irrevocable proxy granted hereunder shall remain in full force and effect for the Term. With respect to the proxy granted hereunder by Stockholder, Audi agrees not to exercise this proxy if Stockholder complies with its obligations in this Agreement. Stockholder shall take all further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this irrevocable proxy. Stockholder hereby represents that any proxies heretofore given in respect of the Subject Shares, if any, with respect to the matters set forth in Section 2(a) are revocable and hereby revokes any and all such proxies.

Grant of Irrevocable Proxy. The Supporting Shareholder (a) With respect to all of the shares of Capital Stock of CF Shadow Series owned by the Stockholder as of the date of this Irrevocable Proxy or any subsequent date (the “Shares”), Stockholder hereby irrevocably grants to Intermediary an irrevocable proxy under Section 212 of the Delaware General Corporation Law to vote the Shares in any manner that the Intermediary may determine in its sole and unconditionally grants a proxy toabsolute discretion. For the avoidance of doubt, and appoints, Parent and/or any designee of Parent, and each of them individuallythe Intermediary, as such Supporting Shareholder’s proxies the holder of the irrevocable proxy (rather than the Stockholder) will vote the Shares with respect to all shareholder meetings and attorneys-in-fact, with full power of substitution and re-substitution, for and in such Supporting Shareholder’s name, place and stead, to vote, act other actions (including actions by written consent or execute and deliver in lieu of a proxy, solely in respect meeting) on which holders of Shares may be entitled to vote. The Intermediary hereby agrees to vote all Shares consistently with the majority of the matters described in, and in accordance with, Section 2.1(a), and to vote class or grant a written consent series of shares of Preferred Stock on which the CF Shadow Series is based. This proxy revokes any other proxy granted by the Stockholder at any time with respect to the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney is given in connection withShares. (b) The Intermediary shall have no duty, and in consideration of, liability or obligation whatsoever to the execution Stockholder arising out of the Merger Agreement and the Transactions, and that such Intermediary’s exercise of this irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder under this Agreementproxy. The Supporting Shareholder hereby (a) affirms Stockholder expressly acknowledges and agrees that such irrevocable proxy is (i) coupled with an interest, the Stockholder will not impede the exercise of the Intermediary’s rights under this irrevocable proxy and (ii) subject to the last sentence of this Section 2.3Stockholder waives and relinquishes any claim, executed and intended to be irrevocable in accordance with right or action the provisions Stockholder might have, as a stockholder of the Laws Company or other- wise, against the Intermediary or any of its affiliates or agents (including any directors, officers, managers, members, and employees) in connection with any exercise of the State irrevocable proxy granted hereunder. (c) This irrevocable proxy shall expire as to those Shares on the earlier of New York, and (bi) revokes any and all prior proxies granted and voting undertakings delivered by the date that such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or Shares are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions converted into Common Stock of the Laws of Company or (ii) the State of New York date that such Shares are converted to cash or a cash equivalent, but shall continue as to any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, Shares not so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its termsconverted.

Grant of Irrevocable Proxy. The Supporting Shareholder Stockholder hereby irrevocably appoints as its proxy and unconditionally grants a proxy toattorney-in-fact ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇, and appoints, Parent and/or any designee in their respective capacities as officers of Parent, and any other Person designated by Parent in writing (collectively, the “Grantees”), each of them individually, as such Supporting Shareholder’s proxies and attorneys-in-fact, with full power of substitution and re-substitution, for and in such Supporting Shareholder’s name, place and steadresubstitution, to vote, act by written consent or execute and deliver a proxy, solely in respect the fullest extent of the matters described in, and in accordance with, Section 2.1(a), and to vote or grant a written consent Stockholder’s rights with respect to the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney is given in connection withCompany Shares, and in consideration of, the execution effective as of the Merger Agreement date hereof and continuing until the Transactions, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder under this Agreement. The Supporting Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest, and (ii) subject to the last sentence termination of this Section 2.3, executed and intended to be irrevocable Agreement in accordance with Section 5.1 herein (the provisions of the Laws of the State of New York“Voting Period”), and to vote (bor execute written consents, if applicable) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities Company Shares solely as required pursuant to the extent such prior proxies Section 2.1(a) and Section 2.1(b) hereof. The proxy granted and voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking by Stockholder hereunder shall be given by such Supporting Shareholder (and if given irrevocable during the Voting Period, shall be ineffective). The Supporting Shareholder shall deemed to be coupled with an interest sufficient in Law to support an irrevocable proxy, and Stockholder (a) will take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law necessary to effectuate the intent of this proxyproxy and (b) hereby revokes any proxy previously granted by Stockholder with respect to any Covered Company Shares (other than Routine Matters, as defined below). The power of attorney granted by such Supporting Shareholder herein Stockholder hereunder is a durable power of attorney andand shall survive the bankruptcy, so long death or dissolution of Stockholder. Other than (i) as Parent has provided in this Section 2.3, (ii) the interest secured granting of proxies to vote Covered Company Shares to an Affiliate of Stockholder as a Permitted Transfer and (iii) the granting of proxies to vote Covered Company Shares with respect to the election of directors, ratification of the appointment of the Company’s auditors at the Company’s annual meeting or special meeting of stockholders, and other routine matters at the Company’s annual meeting or any special meeting, in either case, to the extent such matters are not (x) inconsistent with the obligations contemplated by such the Merger Agreement or this Agreement or (y) related to the transactions contemplated by the Merger Agreement or this Agreement (collectively, “Routine Matters”), Stockholder shall not directly or indirectly grant any Person any proxy (revocable or irrevocable), power of attorney or other authorization with respect to the obligations secured voting of any of Stockholder’s Covered Company Shares. Parent may terminate this proxy with respect to Stockholder at any time at its sole election by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its termswritten notice provided to Stockholder.

Grant of Irrevocable Proxy. The Supporting Shareholder Stockholder hereby irrevocably appoints as its proxy and unconditionally grants a proxy toattorney-in-fact ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and D. ▇▇▇▇▇ ▇▇▇▇▇▇, and appoints, Parent and/or any designee in their respective capacities as officers of Parent, and any other Person designated by Parent in writing (collectively, the “Grantees”), each of them individually, as such Supporting Shareholder’s proxies and attorneys-in-fact, with full power of substitution and re-substitution, for and in such Supporting Shareholder’s name, place and steadresubstitution, to vote, act by written consent or execute and deliver a proxy, solely in respect the fullest extent of the matters described in, and in accordance with, Section 2.1(a), and to vote or grant a written consent such Stockholder’s rights with respect to the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney is given in connection withCompany Shares, and in consideration of, the execution effective as of the Merger Agreement date hereof and continuing until the Transactions, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder under this Agreement. The Supporting Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest, and (ii) subject to the last sentence termination of this Section 2.3, executed and intended to be irrevocable Agreement in accordance with Section 5.1 herein (at which time such proxy shall automatically be revoked) (the provisions of the Laws of the State of New York“Voting Period”), and (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder to vote with respect to the Covered Securities Company Shares as required pursuant to Section 2.1(a) and Section 2.1(b) hereof. The proxy granted by the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking Stockholder hereunder shall be given by such Supporting Shareholder (and if given irrevocable during the Voting Period, shall be ineffective). The Supporting Shareholder shall deemed to be coupled with an interest sufficient in Law to support an irrevocable proxy, and the Stockholder (a) will take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law necessary to effectuate the intent of this proxyproxy and (b) hereby revokes any proxy previously granted by the Stockholder with respect to any Covered Company Shares. The power of attorney granted by such Supporting Shareholder herein the Stockholder hereunder is a durable power of attorney andand shall survive the bankruptcy, so long death or dissolution of the Stockholder. Other than as Parent has provided in this Section 2.3 and other than the interest secured by such granting of proxies to vote Covered Company Shares with respect to the election of directors and ratification of the appointment of the Company’s auditors at the Company’s annual meeting of stockholders, in each case in accordance with the recommendation of the Company Board, no Stockholder shall directly or indirectly grant any Person any proxy (revocable or irrevocable), power of attorney or other authorization with respect to any of the obligations secured by such power applicable the Covered Company Shares. For Covered Company Shares as to which the Stockholder is the Beneficial Owner but not the holder of attorney remain undischargedrecord, the power Stockholder shall cause any holder of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity record of such Supporting ShareholderCovered Company Shares to grant to the Grantees a proxy to the same effect as that described in this Section 2.3. The Parent may terminate this proxy and power of attorney granted hereunder shall automatically and without further action with respect to the Stockholder at any time at its sole election by written notice provided to the Parties terminate upon the termination of this Agreement in accordance with its termsStockholder.

Grant of Irrevocable Proxy. The Supporting Shareholder (a) Except as set forth in Section 4(f) hereof, Stockholder hereby irrevocably and unconditionally (to the fullest extent permitted by law) grants a proxy to, and appoints, Parent and/or any designee of Parent, Public Company and each of them individuallyits executive officers and any of them, in their capacities as officers of Public Company (the “Grantees”), as such Supporting ShareholderStockholder’s proxies proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution), for and in such Supporting Shareholder’s the name, place and steadstead of Stockholder, to votevote the Shares, act by written to instruct nominees or record holders to vote the Shares, or grant a consent or execute and deliver a proxyapproval in respect of such Shares in accordance with Section 3 hereof and, solely in the discretion of the Grantees with respect to any proposed adjournments or postponements of any meeting of stockholders at which any of the matters described in Section 3 hereof is to be considered. (b) Stockholder represents that any proxies heretofore given in respect of the matters described inShares that may still be in effect are not irrevocable, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to such proxies are hereby revoked. (c) Stockholder hereby affirms that the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney set forth in this Section 4 is given in connection with, and in consideration of, with the execution of the Merger Agreement and the TransactionsAgreement, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder Stockholder under this Agreement. The Supporting Shareholder Stockholder hereby (a) further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. 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 (i) coupled with an interest, and (ii) subject to the last sentence of this Section 2.3, executed and intended to be irrevocable in accordance with the provisions of the Laws Section 212 of the State of New York, and Delaware General Corporation Law. (bd) revokes The Grantees may not exercise this irrevocable proxy on any and other matter except as provided above. Stockholder may vote the Shares on all prior proxies granted and voting undertakings delivered by such Supporting Shareholder other matters. (e) Public Company may terminate this proxy with respect to the Covered Securities Stockholder at any time at its sole election by written notice provided to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under Stockholder. (f) The proxy set forth in this Section 2.3 and no subsequent proxy or voting undertaking 4 shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its termsSection 12 hereof.

Grant of Irrevocable Proxy. The Supporting Shareholder (a) Except as set forth in Section 4(f) hereof, Stockholder hereby irrevocably and unconditionally (to the fullest extent permitted by law) grants a proxy to, and appoints, Parent and/or any designee of Parent, Merger Partner and each of them individuallyits executive officers and any of them, in their capacities as officers of Merger Partner (the "Grantees"), as such Supporting Shareholder’s proxies Stockholder's proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution), for and in such Supporting Shareholder’s the name, place and steadstead of Stockholder, to votevote the Shares, act by written to instruct nominees or record holders to vote the Shares, or grant a consent or execute and deliver a proxyapproval in respect of such Shares in accordance with Section 3 hereof and, solely in the discretion of the Grantees with respect to any proposed adjournments or postponements of any meeting of stockholders at which any of the matters described in Section 3 hereof is to be considered. (b) Stockholder represents that any proxies heretofore given in respect of the matters described inShares that may still be in effect are not irrevocable, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to such proxies are hereby revoked. (c) Stockholder hereby affirms that the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney set forth in this Section 4 is given in connection with, and in consideration of, with the execution of the Merger Agreement and the TransactionsAgreement, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder Stockholder under this Agreement. The Supporting Shareholder Stockholder hereby (a) further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. 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 (i) coupled with an interest, and (ii) subject to the last sentence of this Section 2.3, executed and intended to be irrevocable in accordance with the provisions of the Laws Section 212 of the State of New York, and Delaware General Corporation Law. (bd) revokes The Grantees may not exercise this irrevocable proxy on any and other matter except as provided above. Stockholder may vote the Shares on all prior proxies granted and voting undertakings delivered by such Supporting Shareholder other matters. (e) Merger Partner may terminate this proxy with respect to the Covered Securities Stockholder at any time at its sole election by written notice provided to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under Stockholder. (f) The proxy set forth in this Section 2.3 and no subsequent proxy or voting undertaking 4 shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its termsSection 9 hereof.

Grant of Irrevocable Proxy. The Supporting (a) In furtherance of Section 2.1 of this Agreement, subject to Section 2.2(b) hereof and the proviso set forth below, the Shareholder hereby irrevocably grants to and unconditionally grants a proxy to, appoints the Company and appoints, Parent and/or any designee of Parentthe Company’s designated representatives (the “Authorized Parties”), and each of them individually, as such Supporting the Shareholder’s proxies and attorneys-in-fact, proxy (with full power of substitution and re-substitutionresubstitution) in accordance with the Companies Law, for and in such Supporting Shareholder’s the name, place and steadstead of the Shareholder, to voteattend all Annual General Meetings or Special Meetings of the shareholders of Otonomo and to vote the Subject Shares at any Annual General Meeting or Special Meeting of the shareholders of Otonomo (or any adjournment, act recess, reconvening or postponement thereof) or in any action by written consent or execute and deliver a proxy, solely in respect of the matters described inshareholders of Otonomo in lieu of such a meeting, in each case, during the Voting Period, and solely on the matters and in accordance withthe manner specified in Section 2.1 hereof (the “Proxy”). For the avoidance of doubt, Section 2.1(a), and to vote or grant a the Proxy shall be effective for all actions by written consent of the shareholders of ▇▇▇▇▇▇▇ during the Voting Period with respect to the Covered Securities provided matters set forth in Section 2.1(a)2.1. (b) It is hereby agreed that the Authorized Parties will use the Proxy granted by the Shareholder in accordance with applicable Law in all material respects and will only vote the Subject Shares subject to such Proxy with respect to the matters and in the manner specified in Section 2.1. This irrevocable proxy Subject to the foregoing sentence, the vote of an Authorized Party shall control in any conflict between the vote by an Authorized Party of such Subject Shares and power any other vote by the Shareholder of attorney its Subject Shares during the Voting Period. (c) The Shareholder hereby affirms that the Proxy granted pursuant to this Section 2.2 is given in connection with, and in consideration of, the execution of the Merger Agreement and by the TransactionsCompany, and that such irrevocable proxy is given to the Proxy will secure the performance of the Shareholder’s duties of such Supporting Shareholder under this Agreement. . (d) The Supporting Shareholder hereby (a) affirms that such irrevocable proxy is (i) the Proxy granted pursuant to this Section 2.2 by the Shareholder shall be deemed to be coupled with an interestinterest sufficient in law to support an irrevocable proxy, including pursuant to Section 14(b) of the Israeli Agency Law, 5725-1965 (the “Israeli Agency Law”) and (iiexcept as set forth in Section 2.2(e) subject to below, may under no circumstances be revoked and that the last sentence of this Section 2.3, Proxy is executed and intended to be irrevocable in accordance with the provisions of the Laws of the State of New York, and (b) revokes irrevocable. The Shareholder shall revoke any and all prior proxies granted and voting undertakings delivered by such Supporting the Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under this Proxy. Notwithstanding Section 2.3 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions 14(a) of the Laws of Israeli Agency Law, the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein Proxy is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney and shall not be revoked by survive the dissolution, bankruptcy, death or incapacity of such Supporting the Shareholder. The proxy and power of attorney . (e) Notwithstanding anything to the contrary herein, the Proxy granted hereunder shall automatically terminate, and without further action by the Parties terminate any underlying appointment shall automatically be revoked and rescinded and of no force and effect, upon the termination of this Agreement in accordance with its terms. (f) The Shareholder ▇▇▇▇▇▇ further agrees that it will not intentionally take any action or fail to take any action with the primary purpose of causing Otonomo to fail to recognize the Proxy at any Annual General Meeting or Special Meeting of the shareholders of Otonomo.

Grant of Irrevocable Proxy. The Supporting Shareholder (a) Except as set forth in Section 4(f) hereof, Stockholder hereby irrevocably and unconditionally (to the fullest extent permitted by law) grants a proxy to, and appoints, Parent and/or any designee of Parent, Public Company and each of them individuallyits executive officers and any of them, in their capacities as officers of Public Company (the "Grantees"), as such Supporting Shareholder’s proxies Stockholder's proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution), for and in such Supporting Shareholder’s the name, place and steadstead of Stockholder, to votevote the Shares, act by written to instruct nominees or record holders to vote the Shares, or grant a consent or execute and deliver a proxyapproval in respect of such Shares in accordance with Section 3 hereof and, solely in the discretion of the Grantees with respect to any proposed adjournments or postponements of any meeting of stockholders at which any of the matters described in Section 3 hereof is to be considered. (b) Stockholder represents that any proxies heretofore given in respect of the matters described inShares that may still be in effect are not irrevocable, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to such proxies are hereby revoked. (c) Stockholder hereby affirms that the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney set forth in this Section 4 is given in connection with, and in consideration of, with the execution of the Merger Agreement and the TransactionsAgreement, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder Stockholder under this Agreement. The Supporting Shareholder Stockholder hereby (a) further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. 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 (i) coupled with an interest, and (ii) subject to the last sentence of this Section 2.3, executed and intended to be irrevocable in accordance with the provisions of the Laws Section 212 of the State of New York, and Delaware General Corporation Law. (bd) revokes The Grantees may not exercise this irrevocable proxy on any and other matter except as provided above. Stockholder may vote the Shares on all prior proxies granted and voting undertakings delivered by such Supporting Shareholder other matters. (e) Public Company may terminate this proxy with respect to the Covered Securities Stockholder at any time at its sole election by written notice provided to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under Stockholder. (f) The proxy set forth in this Section 2.3 and no subsequent proxy or voting undertaking 4 shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its termsSection 9 hereof.

Grant of Irrevocable Proxy. The Supporting Shareholder Stockholder hereby irrevocably appoints as its proxy and unconditionally grants a proxy toattorney-in-fact A▇▇▇▇ ▇▇▇▇▇▇▇ and S▇▇▇▇ ▇▇▇▇▇, and appoints, Parent and/or any designee in their respective capacities as officers of Parent, and any other Person designated by Parent in writing (collectively, the “Grantees”), each of them individually, as such Supporting Shareholder’s proxies and attorneys-in-fact, with full power of substitution and re-substitution, for and in such Supporting Shareholder’s name, place and steadresubstitution, to vote, act by written consent or execute and deliver a proxy, solely in respect the fullest extent of the matters described in, and in accordance with, Section 2.1(a), and to vote or grant a written consent Stockholder’s rights with respect to the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney is given in connection withCompany Shares, and in consideration of, the execution effective as of the Merger Agreement date hereof and continuing until the Transactions, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder under this Agreement. The Supporting Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest, and (ii) subject to the last sentence termination of this Section 2.3, executed and intended to be irrevocable Agreement in accordance with Section 5.1. herein (the provisions of the Laws of the State of New York“Voting Period”), and to vote (bor execute written consents, if applicable) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities Company Shares solely as required pursuant to the extent such prior proxies Section 2.1.(a) and Section 2.1.(b) hereof. The proxy granted and voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking by Stockholder hereunder shall be given by such Supporting Shareholder (and if given irrevocable during the Voting Period, shall be ineffective). The Supporting Shareholder shall deemed to be coupled with an interest sufficient in Law to support an irrevocable proxy, and Stockholder (a) will take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law necessary to effectuate the intent of this proxyproxy and (b) hereby revokes any proxy previously granted by Stockholder with respect to any Covered Company Shares (other than Routine Matters, as defined below). The power of attorney granted by such Supporting Shareholder herein Stockholder hereunder is a durable power of attorney andand shall survive the bankruptcy, so long death or dissolution of Stockholder. Other than (i) as Parent has provided in this Section 2.3., (ii) the interest secured granting of proxies to vote Covered Company Shares to an Affiliate of Stockholder as a Permitted Transfer and (iii) the granting of proxies to vote Covered Company Shares with respect to the election of directors, ratification of the appointment of the Company’s auditors at the Company’s annual meeting or special meeting of stockholders, and other routine matters at the Company’s annual meeting or any special meeting, in either case, to the extent such matters are not (x) inconsistent with the obligations contemplated by such the Merger Agreement or this Agreement or (y) related to the transactions contemplated by the Merger Agreement or this Agreement (collectively, “Routine Matters”), Stockholder shall not directly or indirectly grant any Person any proxy (revocable or irrevocable), power of attorney or other authorization with respect to the obligations secured voting of any of Stockholder’s Covered Company Shares. Parent may terminate this proxy with respect to Stockholder at any time at its sole election by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its termswritten notice provided to Stockholder.

Grant of Irrevocable Proxy. The Supporting Shareholder (a) Stockholder hereby irrevocably and unconditionally grants a proxy to, and appoints, appoints Parent and/or any designee of Parent, and each of them individually, its executive officers or other designees (the “Proxyholders”) as such Supporting ShareholderStockholder’s proxies proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution) solely with respect to the matters set forth in Section 3(a), and grants to the Proxyholders full authority, for and in such Supporting Shareholder’s the name, place and steadstead of Stockholder, to votevote the Shares, act by written to instruct nominees or record holders to vote the Shares, or grant a consent or execute and deliver a proxyapproval in respect of such Shares, solely in each case in accordance with Section 3(a) hereof and, in the discretion of the Proxyholders with respect to any proposed adjournments or postponements of any meeting of Stockholders at which any of the matters described in Section 3(a) hereof is to be considered. (b) Stockholder hereby revokes any proxies heretofore given by Stockholder in respect of the matters described in, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to Shares. (c) Stockholder hereby affirms that the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney set forth in this Section 4 is given in connection with, and in consideration of, with the execution of the Merger Agreement and the TransactionsAgreement, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder Stockholder under this Agreement. The Supporting Shareholder Stockholder hereby (a) further affirms that such the irrevocable proxy is (i) coupled with an interest, and (ii) subject to the last sentence of this Section 2.3, executed and is intended to be irrevocable in accordance with the provisions of the Laws Section 212 of the State of New YorkDelaware General Corporation Law, and (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to may under no circumstances be revoked during the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective)Term. The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney irrevocable proxy granted by such Supporting Shareholder Stockholder herein is a durable power of attorney andand shall survive the dissolution, so long bankruptcy or incapacity of Stockholder. (d) Notwithstanding anything to the contrary provided in this Agreement, this proxy shall only be effective if Stockholder fails to appear, or otherwise fails to cause the Shares to be counted as Parent has present for purposes of calculating a quorum, at a meeting of the interest secured by stockholders of the Company that occurs during the Term and at which any of the matters set forth in Section 3(a) are to be considered, and to vote the Shares in accordance with Section 3(a) at such power of attorney or meeting, and the obligations secured by such power of attorney remain undischarged, parties hereto hereby acknowledge that the power of attorney proxy granted hereby shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholdereffective for any other purpose. The Proxyholders may not exercise this irrevocable proxy on any matter except as provided above, and power Stockholder may vote the Shares on all other matters. (e) Parent may terminate this proxy at any time by written notice to Stockholder. For the avoidance of attorney granted hereunder doubt, this proxy shall automatically and terminate, without the requirement of any further action by the Parties terminate action, upon the termination of this Agreement in accordance with its termsSection 8.

Grant of Irrevocable Proxy. The Supporting Shareholder Each Principal Holder hereby irrevocably appoints as its proxy and unconditionally grants a proxy to, and appoints, Parent and/or any designee of attorney-in-fact Parent, and any other Person designated by Parent in writing (collectively, the “Grantees”), each of them individually, as such Supporting Shareholder’s proxies and attorneys-in-fact, with full power of substitution and re-substitution, for and in such Supporting Shareholder’s name, place and steadresubstitution, to vote, act by written consent or execute and deliver a proxy, solely in respect the fullest extent of the matters described in, and in accordance with, Section 2.1(a), and to vote or grant a written consent such Principal Holder’s rights with respect to the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney is given in connection withShares, and in consideration of, the execution effective as of the Merger date hereof and continuing until termination of this Agreement and pursuant to Section 6.1 (the Transactions“Voting Period”), and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder under this Agreement. The Supporting Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled to attend any and all stockholder meetings of the Company with an interest, and (ii) subject respect to the last sentence of this matters set forth in Section 2.32.1, executed and intended (b) to be irrevocable vote, express consent or dissent or issue instructions to the record holder to vote, express consent or dissent with respect to the Covered Shares in accordance with the provisions of the Laws of the State of New York, Section 2.1(a) at any such meeting and (bc) revokes any and to grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 2.1(a), all prior proxies granted and voting undertakings delivered by such Supporting Shareholder written consents with respect to the Covered Securities to the extent such prior proxies Shares. The proxy granted and voting undertakings conflict with or are inconsistent with the proxies granted by each Principal Holder under this Section 2.3 and no subsequent proxy or voting undertaking Agreement shall be given by such Supporting Shareholder (irrevocable during the Voting Period and if given shall be ineffective)deemed to be coupled with an interest sufficient in law to support an irrevocable proxy. The Supporting Shareholder shall Each Principal Holder will take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law reasonably necessary to effectuate the intent of such proxy and this proxySection 2.2. The power of attorney granted by such Supporting Shareholder herein each Principal Holder under this Section 2.2 is a durable power of attorney andand shall survive the bankruptcy or dissolution of such Principal Holder. Other than as provided in this Section 2.2, so long as Parent has the interest secured by such no Principal Holder shall directly or indirectly grant any Person any proxy (revocable or irrevocable), power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity other authorization with respect to any of such Supporting ShareholderPrincipal Holder’s Covered Shares. The For Covered Shares as to which any Principal Holder is the Beneficial Owner but not the holder of record, such Principal Holder shall cause any holder of record of such Covered Shares to grant to the Grantees a proxy and power of attorney granted hereunder shall automatically and without further action to the same effect as that described in this Section 2.2. Parent may terminate this proxy with respect to any Principal Holder at any time at its sole election by the Parties terminate upon the termination of this Agreement in accordance with its termswritten notice provided to such Principal Holder.

Grant of Irrevocable Proxy. The Supporting Shareholder (a) Until this Agreement is terminated, the Stockholder hereby irrevocably appoints Merger Sub, its officers, agents and unconditionally grants a proxy to, and appoints, Parent and/or any designee of Parent, and each of them individually, as such Supporting Shareholder’s proxies and attorneys-in-factnominees, with full power of substitution and re-substitution, as proxy for and attorney in fact of the Stockholder to act with respect to and vote the Shares, if any, owned by the Stockholder for and in such Supporting Shareholder’s the name, place and steadstead of the Stockholder at any annual, special or other meeting of the holders of shares of the ▇.▇. ▇▇▇▇▇ Common Stock and at any adjournment or postponement thereof or pursuant to any written consent in lieu of a meeting, to votethe fullest extent that the Shares are entitled to be voted on any matter which may come before such meeting or which may be the subject of such written consent, act by written consent or execute and deliver a proxy, solely in respect favor of the matters described inMerger, the Merger Agreement and the transactions contemplated thereby. In all other matters, the Shares shall be voted by and in accordance with, Section 2.1(a), and the manner determined by the Stockholder upon written notice to vote or grant a written consent Merger Sub. The Stockholder hereby represents that he has not heretofore granted any irrevocable proxy with respect to the Covered Securities provided Shares and hereby revokes any and all proxies which may heretofore have been granted with respect to the Shares. (b) The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in Section 2.1(a)reliance upon the Stockholder's execution and delivery of this Agreement. This The Stockholder hereby affirms that the irrevocable proxy and power of attorney set forth in this Section 1 is given in connection with, with and in consideration of, as an inducement for the execution by Parent of the Merger Agreement and the Transactions, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder the Stockholder under this Agreement. The Supporting Shareholder Stockholder hereby (a) further affirms that such the irrevocable proxy is (i) coupled with an interest, interest and (ii) subject may not be revoked. The Stockholder hereby ratifies and confirms all that such proxy may lawfully do or cause to the last sentence of this Section 2.3, be done by virtue hereof. This proxy is executed and intended to be irrevocable in accordance with the provisions of the Laws of the State of New York, and (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its termsMGBCL.

Grant of Irrevocable Proxy. The Supporting Shareholder Each of the Stockholders hereby irrevocably appoint as its proxy and unconditionally grants a proxy to, and appoints, Parent and/or any designee of attorney-in-fact Parent, and any executive officer of Parent designated by Parent in writing, each of them individually, as such Supporting Shareholder’s proxies and attorneys-in-fact, with full power of substitution and re-substitution, for and in such Supporting Shareholder’s name, place and stead, to vote, act by written consent or execute and deliver a proxy, solely in respect the fullest extent of the matters described in, and in accordance with, Section 2.1(a), and to vote or grant a written consent Stockholder’s rights with respect to the Covered Securities provided in Section 2.1(a). This irrevocable proxy Company Shares, effective as of and power of attorney is given in connection with, and in consideration of, for the execution duration of the Merger Agreement and the TransactionsTerm, and that such irrevocable proxy is given to secure the performance attend any meeting of the duties Company Stockholders on behalf of such Supporting Shareholder under this Agreement. The Supporting Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest, and (ii) subject to Stockholder or otherwise cause all of the last sentence of this Section 2.3, executed and intended Covered Company Shares to be irrevocable in accordance with the provisions counted as present thereat for purposes of the Laws of the State of New Yorkestablishing a quorum, and to vote (bor execute written consents, if applicable) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities Company Shares solely as required pursuant to Section 2.1, and in each case, solely in the extent such prior proxies event of a failure by the Stockholder to act in accordance with Section 2.1 . The proxy granted and voting undertakings conflict with or are inconsistent with by each of the proxies granted Stockholders under this Section 2.3 and no subsequent proxy or voting undertaking Agreement shall be given by such Supporting Shareholder (irrevocable during the Term and if given shall be ineffective)deemed to be coupled with an interest sufficient in law to support an irrevocable proxy. The Supporting Shareholder shall Each of the Stockholders (a) will take such further action or execute such other instruments as may be requested by Parent in accordance with to the relevant provisions of the Laws of the State of New York or any other Law extent necessary to effectuate the intent of such proxy and this proxySection 2.2, (b) hereby represents that any proxies heretofore given in respect of the Covered Company Shares, if any, are revocable and (c) hereby revokes any proxy previously granted by the Stockholder with respect to any Covered Company Shares. The power of attorney granted by such Supporting Shareholder herein the Stockholder under this Section 2.2 is a durable power of attorney and, so long as Parent has and the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The irrevocable proxy and power of attorney granted by this Section 2.2 shall survive the bankruptcy and the dissolution, cancellation, termination, liquidation or winding up of the Stockholder. During the Term, the Stockholder shall not directly or indirectly grant any Person any proxy (revocable or irrevocable), power of attorney or other authorization or enter into any voting agreement or voting arrangement (including any voting trust) with respect to any of such Stockholder’s Covered Company Shares that are inconsistent with such Stockholder’s obligations hereunder or have the effect of preventing or materially impeding such Stockholder from performing its obligations under this Agreement. Parent may terminate this proxy with respect to any of the Stockholders at any time at its sole election by written notice provided to such Stockholder. For the avoidance of doubt, the proxy granted by each of the Stockholders under this Agreement automatically shall automatically terminate and without further action by the Parties terminate expire upon the termination of this Agreement and also shall expire and terminate with respect to the shares of Company Common Stock referred to in Section 2.1 (b)(ii) hereof in the event of a Company Change of Recommendation in accordance with its termsthe terms of the Merger Agreement.

Grant of Irrevocable Proxy. The Supporting (a) In furtherance of Section 1, each Shareholder hereby irrevocably appoints Parent and unconditionally grants a proxy to, and appoints, Parent and/or any designee up to two (2) of Parent’s designated representatives, and each of them individually, as such Supporting Shareholder’s proxies proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution, resubstitution) for and in such Supporting Shareholder’s the name, place and steadstead of such Shareholder, to vote, act by written consent attend all meetings (whether annual or execute special and deliver a proxy, solely in respect each adjournment or postponement thereof) of the matters described inCompany’s shareholders, and in accordance with, Section 2.1(a)however called, and to vote such Shareholder’s Shares at any such meeting of the shareholders of the Company (or grant a any adjournment or postponement thereof) or in any action by written consent with respect to of the Covered Securities provided shareholders of the Company in lieu of such a meeting, in each case, solely on the matters and in the manner specified in Section 2.1(a1 hereof (each, an “Irrevocable Proxy”). This irrevocable proxy and power Each Irrevocable Proxy shall expire on the first day after the expiration of attorney the Voting Period. (b) Each Shareholder hereby affirms that the Irrevocable Proxy granted by such Shareholder pursuant to this Section 2 is given by such Shareholder in connection with, and in consideration of, the execution of the Merger Agreement and the Transactionsby Parent, and that such irrevocable proxy is given Irrevocable Proxy has been granted to secure the performance of the duties of such Supporting Shareholder under this Agreement. The Supporting Shareholder hereby . (ac) affirms that such irrevocable proxy Each Irrevocable Proxy granted pursuant to this Section 2 is (i) deemed to be coupled with an interest, and (ii) subject interest sufficient in law to the last sentence of this Section 2.3, executed and intended to be support an irrevocable in accordance with the provisions of the Laws of the State of New York, and (b) proxy. Each Shareholder hereby revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies Irrevocable Proxy granted under pursuant to this Section 2.3 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective)Agreement. The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney Each Irrevocable Proxy granted hereunder shall terminate, and any underlying appointment shall automatically be revoked and without further action by the Parties terminate rescinded and of no force and effect, upon the termination of this Agreement in accordance with its terms.

Grant of Irrevocable Proxy. The Supporting Shareholder (a) Stockholder hereby irrevocably and unconditionally grants a proxy to, and appoints, appoints Parent and/or any designee of Parent, and each of them individuallyits executive officers or other designees (the “Proxyholders”), as such Supporting ShareholderStockholder’s proxies proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution), and grants to the Proxyholders full authority, for and in such Supporting Shareholder’s the name, place and steadstead of Stockholder, to votevote the Shares, act by written to instruct nominees or record holders to vote the Shares, or grant a consent or execute and deliver a proxyapproval in respect of such Shares in accordance with Section 3 hereof and, solely in the discretion of the Proxyholders with respect to any proposed adjournments or postponements of any meeting of Stockholders at which any of the matters described in Section 3 hereof is to be considered. (b) Stockholder hereby revokes any proxies heretofore given by Stockholder in respect of the matters described in, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to Shares. (c) Stockholder hereby affirms that the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney set forth in this Section 4 is given in connection with, and in consideration of, with the execution of the Merger Agreement and the TransactionsAgreement, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder Stockholder under this Agreement. The Supporting Shareholder Stockholder hereby (a) further affirms that such the irrevocable proxy is (i) coupled with an interest, and (ii) subject to the last sentence of this Section 2.3, executed and is intended to be irrevocable in accordance with the provisions of the Laws Section 212 of the State of New YorkDelaware General Corporation Law, and (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted may under this Section 2.3 and no subsequent proxy or voting undertaking shall circumstances be given by such Supporting Shareholder (and if given shall be ineffective)revoked. The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney irrevocable proxy granted by such Supporting Shareholder Stockholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney and shall not be revoked by survive the dissolution, bankruptcy, death bankruptcy or incapacity of such Supporting ShareholderStockholder. (d) The Proxyholders may not exercise this irrevocable proxy on any matter except as provided above. Stockholder may vote the Shares on all other matters. (e) Parent may terminate this proxy at any time by written notice to Stockholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its termsAgreement.

Grant of Irrevocable Proxy. The Supporting EACH SHAREHOLDER HEREBY IRREVOCABLY GRANTS TO, AND APPOINTS, [LEAD INVESTOR] AS SUCH SHAREHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF SUCH SHAREHOLDER, TO VOTE ALL SUCH SHAREHOLDER’S SUBJECT SECURITIES (OWNED OF RECORD OR BENEFICIALLY), OR GRANT A CONSENT OR APPROVAL IN RESPECT OF SUCH SUBJECT SECURITIES WITH VOTING POWER, IN FAVOR OF THE ELECTION TO THE COMPANY’S BOARD OF DIRECTORS OF ONE PERSON DESIGNATED BY [LEAD INVESTOR]. Each Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent and/or represents that any designee of Parent, and each of them individually, as such Supporting Shareholder’s proxies and attorneys-in-fact, with full power of substitution and re-substitution, for and in such Supporting Shareholder’s name, place and stead, to vote, act by written consent or execute and deliver a proxy, solely heretofore given in respect of the matters described in, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to the Covered such Shareholder’s Subject Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement and the Transactionsare not irrevocable, and that all such proxies are hereby revoked. Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 2 is given to secure the performance of the such Shareholder’s duties of such Supporting Shareholder under this Agreement. The Supporting Each Shareholder hereby (a) further affirms that the irrevocable proxy set forth in this Section 2 is coupled with an interest and may under no circumstances be revoked unless and until this Agreement is terminated in accordance with Section 3 of this Agreement. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is (i) coupled with an interest, and (ii) subject to the last sentence of this Section 2.3, executed and intended to be irrevocable in accordance with the provisions of the Laws of the State of New York, and (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its termsapplicable law.

Grant of Irrevocable Proxy. The Supporting Shareholder Principal Holder hereby irrevocably appoints as his, her or its proxy and unconditionally grants a proxy to, and appoints, Parent and/or any designee of attorney-in-fact Parent, and any other Person designated by Parent in writing (collectively, the “Grantees”), each of them individually, as such Supporting Shareholder’s proxies and attorneys-in-fact, with full power of substitution and re-substitutionresubstitution, for effective as of the date hereof and continuing until termination of this Agreement pursuant to Section 6.01 (the “Voting Period”), (a) to attend any and all stockholder meetings of the Company with respect to the matters set forth in such Supporting Shareholder’s nameSection 2.01, place and stead, (b) to vote, act by written express consent or execute and deliver a proxydissent or issue instructions to the record holder to vote, solely in respect of the matters described in, and in accordance with, Section 2.1(a), and to vote express consent or grant a written consent dissent with respect to the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement and the Transactions, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder under this Agreement. The Supporting Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest, and (ii) subject to the last sentence of this Section 2.3, executed and intended to be irrevocable Shares in accordance with the provisions of the Laws of the State of New York, Section 2.01(a) at any such meeting and (bc) revokes any and to grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 2.01(a), all prior proxies granted and voting undertakings delivered by such Supporting Shareholder written consents with respect to the Covered Securities Shares, in each case as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the extent such prior proxies Covered Shares. The proxy granted and voting undertakings conflict with or are inconsistent with by the proxies granted Principal Holder under this Section 2.3 and no subsequent proxy or voting undertaking Agreement shall be given by such Supporting Shareholder (irrevocable during the Voting Period and if given shall be ineffective)deemed to be coupled with an interest sufficient in law to support an irrevocable proxy. The Supporting Shareholder shall Principal Holder will take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law reasonably necessary to effectuate the intent of such proxy and this proxySection 2.02. The power of attorney granted by such Supporting Shareholder herein the Principal Holder under this Section 2.02 is a durable power of attorney andand shall survive the bankruptcy or dissolution of the Principal Holder. Other than as provided in this Section 2.02, so long as Parent has the interest secured by such Principal Holder shall not directly or indirectly grant any Person any proxy (revocable or irrevocable), power of attorney or other authorization with respect to any of the obligations secured by such power Principal Holder’s Covered Shares. For Covered Shares as to which any Principal Holder is the Beneficial Owner but not the holder of attorney remain undischargedrecord, the power Principal Holder shall cause any holder of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity record of such Supporting ShareholderCovered Shares to grant to the Grantees a proxy to the same effect as that described in this Section 2.02. The Parent may terminate this proxy and power of attorney granted hereunder shall automatically and without further action with respect to any Principal Holder at any time at his, her or its sole election by written notice provided to the Parties terminate upon the termination of this Agreement in accordance with its termsPrincipal Holder.

Grant of Irrevocable Proxy. The Supporting Shareholder (a) Stockholder hereby irrevocably and unconditionally (to the fullest extent permitted by law) grants a proxy to, and appoints, Parent and/or any designee of Parent, and each of them individuallyits executive officers and any of them, in their capacities as officers of Parent (the “Grantees”), as such Supporting ShareholderStockholder’s proxies proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution), for and in such Supporting Shareholder’s the name, place and steadstead of Stockholder, to votevote the Shares, act by written to instruct nominees or record holders to vote the Shares, or grant a consent or execute and deliver a proxyapproval or dissent or disapproval in respect of such Shares in accordance with Section 3 hereof and, solely in the discretion of the Grantees, with respect to any proposed adjournments or postponements of any meeting of stockholders of the Company at which any of the matters described in Section 3 hereof is to be considered. (b) Stockholder represents that any proxies heretofore given in respect of the matters described inShares that may still be in effect are not irrevocable, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to such proxies are hereby revoked. (c) Stockholder hereby affirms that the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney set forth in this Section 4 is given in connection with, and in consideration of, with the execution of the Merger Agreement and the TransactionsAgreement, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder Stockholder under this Agreement. The Supporting Shareholder Stockholder hereby (a) further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. 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 (i) coupled with an interest, and (ii) subject to the last sentence of this Section 2.3, executed and intended to be irrevocable in accordance with the provisions of the Laws Section 78.355 of the State of New York, and (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under Nevada Revised Statutes. Notwithstanding this Section 2.3 and no subsequent 4(c), the proxy or voting undertaking granted by Stockholder shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its terms. (d) The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3 that are at any time or from time to time presented for consideration to the Company’s stockholders generally. (e) Parent may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder.

Grant of Irrevocable Proxy. The Supporting Shareholder Each Stockholder hereby irrevocably grants and unconditionally grants a proxy to, appoints Acquiror and appoints, Parent and/or any designee of ParentAcquiror, and each of them individually, as such Supporting Shareholder’s proxies his, her or its proxy and attorneysattorney-in-fact, with full power of substitution and re-substitution, for and in such Supporting Shareholder’s name, place and steadresubstitution, to vote, act by written consent or execute and deliver a proxy, solely in respect the fullest extent of the matters described in, and in accordance with, Section 2.1(a), and to vote or grant a written consent such Stockholder’s rights with respect to the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney is given in connection withShares, and in consideration of, the execution effective as of the Merger Agreement date hereof and continuing until the Transactions, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder under this Agreement. The Supporting Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest, and (ii) subject to the last sentence termination of this Agreement pursuant to Section 2.34 (the “Voting Period”), executed and intended to be irrevocable in accordance with the provisions of the Laws of the State of New Yorkvote (or execute written consents, and (bif applicable) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities Shares as required pursuant to, and for the sole purposes of voting in accordance with, and solely with respect to the matters set forth in, Section 1, in each case to the same extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies same effect as such Stockholder might or could do under applicable Law. The proxy granted under this Section 2.3 and no subsequent proxy or voting undertaking by each Stockholder hereunder shall be given by such Supporting Shareholder (and if given irrevocable during the Voting Period, shall be ineffective). The Supporting Shareholder shall deemed to be coupled with an interest sufficient in Law to support an irrevocable proxy, and each Stockholder (a) will take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law necessary to effectuate the intent of this proxyproxy and (b) hereby revokes any proxy previously granted by such Stockholder with respect to any Covered Shares (but only with respect to the matters set forth in Section 1 and only during the Voting Period). The power of attorney granted by such Supporting Shareholder herein each Stockholder hereunder is a durable power of attorney andand shall survive the bankruptcy or dissolution of such Stockholder. Other than as provided in this Section 19, so long as Parent has during the interest secured by such Voting Period, no Stockholder shall directly or indirectly grant any Person any proxy (revocable or irrevocable), power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity other authorization with respect to any of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by Stockholder’s Covered Shares in connection with the Parties terminate upon the termination of this Agreement matters set forth in accordance with its termsSection 1.

Grant of Irrevocable Proxy. The Supporting Shareholder (a) Each Stockholder hereby irrevocably and unconditionally (to the fullest extent permitted by law) grants a proxy to, and appoints, Parent and/or any designee of Parent, Buyer and each of them individuallyits executive officers and any of them, in their capacities as such Supporting Shareholderofficers of Buyer (the “Grantees”), each Stockholder’s proxies proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution), for and in such Supporting Shareholder’s the name, place and steadstead of such Stockholder, to votevote the Shares, act to instruct nominees or record holders to vote such Shares owned by written such Stockholder, or grant a consent or execute and deliver a proxy, solely approval in respect of such Shares in accordance with Section 3 hereof and, in the discretion of the Grantees with respect to any proposed adjournments or postponements of any meeting of stockholders at which any of the matters described inin Section 3 hereof is to be considered. (b) Each Stockholder represents that any proxies heretofore given in respect of Stockholder’s shares that may still be in effect are not irrevocable, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to such proxies are hereby revoked. (c) Each Stockholder hereby affirms that the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney set forth in this Section 4 is given in connection with, and in consideration of, with the execution of the Merger Agreement and the TransactionsAgreement, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder Stockholder under this Agreement. The Supporting Shareholder Each Stockholder hereby (a) further affirms that such the irrevocable proxy is (i) coupled with an interestinterest and may under no circumstances be revoked, and (ii) subject to the last sentence of except as otherwise provided in this Section 2.3, Agreement. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of the Laws Section 212 of the State Delaware General Corporation Law until termination of New York, and this Agreement. (bd) revokes The Grantees may not exercise this irrevocable proxy on any and other matter except as provided above. Each Stockholder may vote the Shares on all prior proxies granted and voting undertakings delivered by such Supporting Shareholder other matters. (e) Buyer may terminate this proxy with respect to the Covered Securities any Stockholder at any time at its sole election by written notice provided to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its termsStockholder.

Grant of Irrevocable Proxy. The Supporting Shareholder Each Equityholder hereby agrees as follows: (a) Solely in the event of a failure by such Stockholder to vote the Shares or otherwise comply with its obligations under Section 3, instruct nominees or record holders to vote the Shares, or grant a consent or approval in respect of such Shares in accordance with Section 3, as the case may be, such Equityholder hereby irrevocably and unconditionally grants a proxy toappoints the Company, and appoints, Parent and/or any designee of Parent, Solstice and each of them individuallytheir respective executive officers or other designees (the “Proxyholders”), as such Supporting ShareholderEquityholder’s proxies proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution), and grants to the Proxyholders full authority, for and in such Supporting Shareholder’s the name, place and steadstead of such Equityholder, to votevote the Shares, act by written to instruct nominees or record holders to vote the Shares, or grant a consent or execute and deliver a proxyapproval in respect of such Shares in accordance with Section 3 and, solely in the discretion of the Proxyholders with respect to any proposed adjournments or postponements of any meeting of members or stockholders of any Glass Party at which any of the matters described in Section 3 is to be considered. (b) Such Equityholder hereby revokes any proxies heretofore given by such Equityholder in respect of the matters described in, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to Shares. (c) Such Equityholder hereby affirms that the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney set forth in this Section 4 is given in connection with, and in consideration of, with the execution of the Merger Agreement and the TransactionsAgreement, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder Equityholder under this Agreement. The Supporting Shareholder Such Equityholder hereby (a) further affirms that such the irrevocable proxy is (i) coupled with an interest, and (ii) subject to the last sentence of this Section 2.3, executed and is intended to be irrevocable in accordance with the provisions of the Laws Section 212 of the State of New York, and Delaware General Corporation Law (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted applicable), and voting undertakings conflict with or are inconsistent with may under no circumstances be revoked during the proxies granted under term of this Section 2.3 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective)Agreement. The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney irrevocable proxy granted by such Supporting Shareholder Equityholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney and shall not be revoked by survive the dissolution, bankruptcy, death bankruptcy or incapacity of such Supporting ShareholderEquityholder. (d) The Proxyholders may not exercise this irrevocable proxy on any matter except as provided above. Such Equityholder may vote the Shares on all other matters. (e) The Company may terminate this proxy and power of attorney granted hereunder shall automatically and without further action at any time by the Parties terminate upon the termination of this Agreement in accordance with its termswritten notice to such Equityholder.

Grant of Irrevocable Proxy. The Supporting Each Plutus Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent Choco Up and/or any designee of ParentChoco Up, and each of them individually, as such Supporting Shareholder’s its proxies and attorneys-in-fact, with full power of substitution and re-substitutionresubstitution, for and in such Supporting Plutus Shareholder’s name, place and stead, to vote, act by written consent or execute and deliver a proxy, solely in respect of the matters described in, and in accordance with, Section 2.1(a3(a), and to vote or grant a written consent with respect to the Covered Securities Voting Shares Beneficially Owns by it as provided in Section 2.1(a3(a). This irrevocable proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement and the TransactionsAgreement, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting P▇▇▇▇▇ Shareholder under this Agreement. The Supporting Each Plutus Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest, interest and (ii) subject to the last sentence of this Section 2.34, executed and intended to be irrevocable in accordance with the provisions of the Laws of the State of New York, and (b) revokes Hong Kong. Each Plutus Shareholder hereby represents that any and all prior proxies granted and voting undertakings delivered by such Supporting P▇▇▇▇▇ Shareholder with respect to the Covered Securities Voting Shares Beneficially Owns by it to the extent such prior proxies granted and or voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 4, if any, have been revoked or substituted by Choco Up and any designee thereof with respect to such Plutus Shareholder’s Voting Shares in connection with the transactions contemplated, and to the extent required, under the Merger Agreement and this Agreement, including the Merger, and no subsequent proxy or voting undertaking shall be given by such Supporting Plutus Shareholder (and if given shall be ineffective). The Supporting Each Plutus Shareholder shall take such further action or execute such other instruments as may be requested by Parent Choco Up in accordance with the relevant provisions of the Laws of the State of New York Hong Kong or any other Law to effectuate the intent of this proxy. If for any reason the proxy granted herein is not irrevocable, then such P▇▇▇▇▇ Shareholder agrees to vote its Voting Shares in accordance with Section 3(a) as instructed in writing by Choco Up, or any designee of Choco Up prior to the termination of this Agreement. The parties agree that the foregoing is a voting agreement. The power of attorney granted by such Supporting each Plutus Shareholder herein is a durable power of attorney and, so long as Parent Choco Up has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting P▇▇▇▇▇ Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties parties hereto terminate upon the termination of this Agreement in accordance with its terms. Notwithstanding anything to the contrary in this Section 4, this Section 4 and the proxy granted hereunder shall only be effective with respect to an Plutus Shareholder if such P▇▇▇▇▇ Shareholder fails to perform his or its obligations under Section 3(a) above.

Grant of Irrevocable Proxy. The Supporting (a) Each Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent and/or Keystone and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the Chief Operating Officer of Keystone, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a Vice President of Keystone, in their respective capacities as officers of Keystone, and any designee individual who hereafter shall succeed to any such office of ParentKeystone, and each of them individually, as such Supporting the Shareholder’s proxies 's proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution), for and in such Supporting Shareholder’s the name, place and steadstead of the Shareholder to vote all shares of the capital stock of North Star as to which the Shareholder has the sole or shared voting power, or to vote, act by written grant a consent or execute and deliver a proxy, solely approval in respect of such shares, (i) in favor of the matters described in, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney is given in connection with, and in consideration ofMerger, the execution and delivery of the Merger Agreement and the Transactionsapproval of the terms thereof and of each other transaction contemplated by the Merger Agreement and (ii) against any Competing Transaction. (b) Each Shareholder hereby represents that any proxies heretofore given in respect of any shares of the capital stock of North Star are not irrevocable, and that any such proxies hereby are revoked. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 7 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting the Shareholder under this Agreement. The Supporting Each Shareholder hereby (a) further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is (i) coupled with an interest, and (ii) subject to the last sentence of this Section 2.3, executed and intended to be irrevocable and coupled with an interest in accordance with the provisions of the Laws Section 302 A.449 subd. 2 of the State of New York, and (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its termsMinnesota Business Corporation Act.

Grant of Irrevocable Proxy. The Supporting Shareholder (a) Stockholder hereby irrevocably and unconditionally (to the fullest extent permitted by law) grants a proxy to, and appoints, Parent and/or any designee of Parent, the Company and each of them individuallyits executive officers and any of them, in their capacities as officers of the Company (the “Grantees”), as such Supporting ShareholderStockholder’s proxies proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution), for and in such Supporting Shareholder’s the name, place and steadstead of Stockholder, to votevote the Shares, act by written to instruct nominees or record holders to vote the Shares, or grant a consent or execute and deliver a proxyapproval or dissent or disapproval in respect of such Shares in accordance with Section 3 hereof and, solely in the discretion of the Grantees, with respect to any proposed adjournments or postponements of any meeting of stockholders of Parent at which any of the matters described in Section 3 hereof is to be considered. (b) Stockholder represents that any proxies heretofore given in respect of the matters described inShares that may still be in effect are not irrevocable, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to such proxies are hereby revoked. (c) Stockholder hereby affirms that the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney set forth in this Section 4 is given in connection with, and in consideration of, with the execution of the Merger Agreement and the TransactionsAgreement, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder Stockholder under this Agreement. The Supporting Shareholder Stockholder hereby (a) further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. 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 (i) coupled with an interest, and (ii) subject to the last sentence of this Section 2.3, executed and intended to be irrevocable in accordance with the provisions of the Laws Section 212 of the State of New York, and (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under Delaware General Corporation Law. Notwithstanding this Section 2.3 and no subsequent 4(c), the proxy or voting undertaking granted by Stockholder shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its terms. (d) The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in

Grant of Irrevocable Proxy. The Supporting Shareholder (a) Each Stockholder hereby irrevocably and unconditionally (to the fullest extent permitted by law) grants a proxy to, and appoints, Parent and/or any designee of Parent, Buyer and each of them individuallyits executive officers and any of them, in their capacities as such Supporting Shareholderofficers of Buyer (the “Grantees”), each Stockholder’s proxies proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution), for and in such Supporting Shareholder’s the name, place and steadstead of such Stockholder, to votevote the Shares, act to instruct nominees or record holders to vote such Shares owned by written such Stockholder, or grant a consent or execute and deliver a proxy, solely approval in respect of such Shares in accordance with Section 3 hereof and, in the discretion of the Grantees with respect to any proposed adjournments or postponements of any meeting of stockholders at which any of the matters described inin Section 3 hereof is to be considered. (b) Each Stockholder represents that any proxies heretofore given in respect of Stockholder’s shares that may still be in effect are not irrevocable, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to such proxies are hereby revoked. (c) Each Stockholder hereby affirms that the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney set forth in this Section 4 is given in connection with, and in consideration of, with the execution of the Merger Agreement and the TransactionsTransaction Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder Stockholder under this Agreement. The Supporting Shareholder Each Stockholder hereby (a) further affirms that such the irrevocable proxy is (i) coupled with an interestinterest and may under no circumstances be revoked, and (ii) subject to the last sentence of except as otherwise provided in this Section 2.3, Agreement. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of the Laws Section 212 of the State Delaware General Corporation Law until termination of New York, and this Agreement. (bd) revokes The Grantees may not exercise this irrevocable proxy on any and other matter except as provided above. Each Stockholder may vote the Shares on all prior proxies granted and voting undertakings delivered by such Supporting Shareholder other matters. (e) Buyer may terminate this proxy with respect to the Covered Securities any Stockholder at any time at its sole election by written notice provided to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its termsStockholder.

Grant of Irrevocable Proxy. The Supporting Shareholder (a) Each Stockholder hereby irrevocably and unconditionally (to the fullest extent permitted by law) grants a proxy to, and appoints, Parent and/or any designee of Parent, Buyer and each of them individuallyits executive officers and any of them, in their capacities as such Supporting Shareholder’s proxies officers of Buyer (the "Grantees"), each Stockholder's proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution), for and in such Supporting Shareholder’s the name, place and steadstead of such Stockholder, to votevote the Shares, act to instruct nominees or record holders to vote such Shares owned by written such Stockholder, or grant a consent or execute and deliver a proxy, solely approval in respect of such Shares in accordance with Section 3 hereof and, in the discretion of the Grantees with respect to any proposed adjournments or postponements of any meeting of stockholders at which any of the matters described inin Section 3 hereof is to be considered. (b) Each Stockholder represents that any proxies heretofore given in respect of Stockholder's shares that may still be in effect are not irrevocable, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to such proxies are hereby revoked. (c) Each Stockholder hereby affirms that the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney set forth in this Section 4 is given in connection with, and in consideration of, with the execution of the Merger Agreement and the TransactionsTransaction Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder Stockholder under this Agreement. The Supporting Shareholder Each Stockholder hereby (a) further affirms that such the irrevocable proxy is (i) coupled with an interestinterest and may under no circumstances be revoked, and (ii) subject to the last sentence of except as otherwise provided in this Section 2.3, Agreement. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of the Laws Section 212 of the State Delaware General Corporation Law until termination of New York, and this Agreement. (bd) revokes The Grantees may not exercise this irrevocable proxy on any and other matter except as provided above. Each Stockholder may vote the Shares on all prior proxies granted and voting undertakings delivered by such Supporting Shareholder other matters. (e) Buyer may terminate this proxy with respect to the Covered Securities any Stockholder at any time at its sole election by written notice provided to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its termsStockholder.

Grant of Irrevocable Proxy. The Supporting Shareholder (a) MatlinPatterson hereby irrevocably and unconditionally grants a proxy toseverally constitutes, and appoints, Parent and/or Family Holdings and any designee of Parentperson designated by Family Holdings to act in MatlinPatterson's place, proxy and each of them individually, as such Supporting Shareholder’s proxies and attorneysattorney-in-fact, fact (with full power of substitution and re-substitutionresubstitution), for and in such Supporting Shareholder’s the name, place and steadstead of MatlinPatterson, to vote the MatlinPatterson Shares, or grant a consent or approval in respect of such shares, in a manner consistent with Section 2 hereof to the same extent and with the same effect as MatlinPatterson might or could do under applicable law. MatlinPatterson agrees to execute such other instruments (including, if requested and without limitation, a Proxy in substantially the form of Schedule A) as may reasonably be necessary or advisable to effect the intent of the proxy granted hereby and shall not hereafter purport to grant any other proxy or power of attorney with respect to any of the MatlinPatterson Shares, deposit any of the MatlinPatterson Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, act grant any proxy or give instructions with respect to the voting of any of the MatlinPatterson Shares. The irrevocable proxy granted hereby shall remain in full force and effect (not limited by written consent or execute the three-year period referenced in 8 Del. Code §212(b)) with respect to the MatlinPatterson Shares so long as the same remain subject to the provisions of this Agreement. MatlinPatterson represents and deliver a proxy, solely warrants that any proxies (other than the proxies contained in Section 4(a) hereof) heretofore given in respect of the matters described inMatlinPatterson Shares are not irrevocable and that any such other proxies are hereby revoked. MatlinPatterson understands and acknowledges that Family Holdings is entering into the HMP Investments Trust Agreement in reliance upon the execution, delivery and performance of this Agreement by MatlinPatterson. (b) The proxy granted herein is given in accordance withconsideration of the covenants and agreements set forth herein, Section 2.1(a), as well as the transactions contemplated hereby and to vote or grant a written consent as such is coupled with respect to the Covered Securities provided in Section 2.1(a)an interest and may under no circumstances be revoked. This irrevocable proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement and the Transactions, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder under this Agreement. The Supporting Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest, and (ii) subject to the last sentence of this Section 2.3, executed and intended to be irrevocable in accordance with the applicable provisions of the Laws General Corporation Law of the State of New York, and (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its termsDelaware.

Grant of Irrevocable Proxy. The Supporting (a) For so long as this Agreement remains in effect, each Shareholder hereby irrevocably and unconditionally (to the fullest extent permitted by law) grants a proxy to, and appoints, Parent and/or any designee of Parent, Heartland and each of them individuallyits executive officers and any of them, in their capacities as officers of Heartland, such Supporting Shareholder’s proxies proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution), for and in such Supporting Shareholder’s the name, place and steadstead of such Shareholder, to votevote the Shares, act by written to instruct nominees or record holders to vote the Shares, or grant a consent or execute and deliver a proxy, solely approval in respect of such Shares in favor of approval and authorization of the matters described inProposed Transaction. (b) Each Shareholder represents that any proxies heretofore given in respect of such Shareholder’s shares that may still be in effect are not irrevocable, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to that any such proxies are hereby revoked. (c) Each Shareholder hereby affirms that the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney set forth in this Section 5 is given in connection with, and in consideration of, with the execution of the Merger Agreement and the TransactionsAgreement, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder under this Agreement. The Supporting Shareholder hereby (a) further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy is (i) coupled with an interest, and (ii) subject to the last sentence of this Section 2.3, executed and intended may lawfully do or cause to be done by virtue hereof. (d) The attorneys and proxies named in paragraph 5(a) above may not exercise this irrevocable in accordance with proxy to vote on any matter except as provided above. Each Shareholder may vote the provisions of the Laws of the State of New York, and (b) revokes any and all prior proxies granted and voting undertakings delivered Shares held by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such on all other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its termsmatters.

Grant of Irrevocable Proxy. The Supporting Shareholder Without limiting the generality of the foregoing, each Stockholder hereby irrevocably and unconditionally grants a proxy grants, by executing this Agreement, to, and appoints, Parent and/or and any designee of individual who shall hereafter be designated by Parent, and each of them individuallythem, as such Supporting ShareholderStockholder’s proxies proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution), for and in such Supporting Shareholder’s the name, place and steadstead of such Stockholder, to vote, act by written or cause to be voted, such Stockholder’s Shares, or grant a consent or execute and deliver a proxy, solely approval in respect of such Stockholder’s Shares, at every annual, special or other meeting of the matters described instockholders of the Company, however called, and at any adjournment or adjournments or postponement or postponements thereof, or pursuant to any consent in accordance withlieu of a meeting or otherwise, Section 2.1(a), and to vote or grant a written consent with respect to the Covered Securities provided matters and in the manner specified in Section 2.1(a)2(a) hereof; provided that the foregoing proxy shall terminate immediately upon termination of this Agreement in accordance with its terms, without further action by any Stockholder or Parent. This 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 and power of attorney set forth in this Section 2(b) is given in connection with, and in consideration of, with the execution of the Merger Agreement and the TransactionsAgreement, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder Stockholder under this Agreement. The Supporting Shareholder SUBJECT TO THIS SECTION 2(b), THIS GRANT OF PROXY IS COUPLED WITH AN INTEREST AND MAY UNDER NO CIRCUMSTANCES BE REVOKED EXCEPT UPON TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS. Each Stockholder hereby (a) affirms ratifies and confirms all actions that such any proxy appointed or designated hereby may lawfully do or cause to be done in accordance herewith. Such irrevocable proxy is (i) coupled with an interest, and (ii) subject to the last sentence of this Section 2.3, executed and intended to be irrevocable in accordance with the provisions of the Laws Section 212 of the State of New YorkDGCL. Upon the execution hereof, and (b) revokes any and all prior proxies granted and voting undertakings delivered given by such Supporting Shareholder the undersigned with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or Shares are inconsistent with the proxies granted under this Section 2.3 and no subsequent hereby revoked (other than any proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions respect of the Laws Company's 2007 Annual Meeting of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney Stockholders) and, for so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement is in accordance with its termseffect, no subsequent proxies will be given.

Grant of Irrevocable Proxy. The Supporting Shareholder (a) Until the termination of this Agreement in accordance with Section 5.01 of this Agreement, the Stockholder hereby irrevocably and unconditionally (to the fullest extent permitted by law) grants a proxy to, and appoints, the Parent and/or any designee of Parent, and each of them individuallyits executive officers and any of them, in their capacities as officers of the Parent (the “Grantees”), as such Supporting Shareholderthe Stockholder’s proxies proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution), for and in such Supporting Shareholder’s the name, place and steadstead of the Stockholder, to votevote the Shares, act by written to instruct nominees to vote the Shares, or grant a consent or execute and deliver a proxy, solely approval or dissent or disapproval in respect of such Shares in accordance with this Article II hereof and, in the discretion of the Grantees with respect to any proposed adjournments or postponements of any meeting of the stockholders of the Company at which any of the matters described in, and in accordance with, Section 2.1(a), and Article II hereof are to vote or grant a written consent with respect to be considered. (b) The Stockholder hereby affirms that the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power set forth in this Section 2.03 of attorney this Agreement is given in connection with, and in consideration of, with the execution consummation of the transactions described in the Merger Agreement Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and the Transactions, may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy is given may lawfully do or cause to secure the performance of the duties of such Supporting Shareholder under this Agreementbe done by virtue hereof. The Supporting Shareholder hereby (a) affirms that such Such irrevocable proxy is (i) coupled with an interest, and (ii) subject to the last sentence of this Section 2.3, executed and intended to be irrevocable in accordance with the provisions of the Laws Section 2-507 of the State of New York, and (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under Maryland General Corporation Law. Notwithstanding this Section 2.3 and no subsequent 2.03(b), the proxy or voting undertaking granted by the Stockholder shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its terms. (c) The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. The Stockholder shall retain the right at all times to vote the Shares in the Stockholder’s sole discretion and without any other limitations on all matters other than those set forth in Section 2.01 of this Agreement that are at any time or from time to time presented for consideration to the Company’s stockholders generally. (d) The Parent may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder.

Grant of Irrevocable Proxy. The Supporting In furtherance of the Shareholder’s agreement in Section 2(a) of this Agreement, contemporaneously with the execution of this Agreement (i) the Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent and/or and any designee of other individual designed in writing by Parent, and each of them individually, as such Supporting the Shareholder’s proxies proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution), for and in such Supporting Shareholder’s the name, place and steadstead of Shareholder, to votevote the Committed Shares or provide written consents as indicated in Section 2(a) of this Agreement, act by written consent or execute and deliver a proxy, solely (ii) hereby affirms that the irrevocable proxy set forth in respect of the matters described in, and in accordance with, this Section 2.1(a2(b), and if it becomes effective pursuant to vote or grant a written consent with respect to the Covered Securities provided in Section 2.1(aclause (i). This irrevocable proxy and power of attorney , is given in connection with, and in consideration of, with the execution of the Merger Agreement and the TransactionsAgreement, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting the Shareholder under this Agreement. The Supporting Shareholder Agreement and (iii) hereby (a) affirms that such the irrevocable proxy is (i) coupled with an interest, interest and (iib) subject affirms that such irrevocable proxy, if it becomes effective pursuant to the last sentence of this Section 2.3clause (i), is executed and intended to be irrevocable in accordance with the provisions of the Laws Section 6.09(f) of the State New York Business Corporation Law. This proxy shall only be effective if the Shareholder fails to appear, or otherwise fails to cause the Committed Shares to be counted as present for purposes of New Yorkcalculating a quorum, at each annual, special or other meeting of the shareholders of Company and to vote the Committed Shares in accordance with Section 2(a) above, and Parent hereby acknowledges that the proxy granted hereby shall not be effective for any other purposes. Parent also acknowledges that, except as provided for herein, Shareholder retains the rights to vote the Committed Shares in Shareholder's sole discretion with respect to any matter other than those set forth in Section 2(a) and Section 2(d). The Shareholder hereby represents that all proxies, powers of attorney, instructions or other requests given by the Shareholder prior to the execution of this Agreement in respect of the voting of the Committed Shares, if any, are not irrevocable and the Shareholder hereby revokes (bor causes to be revoked) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder previous proxies, powers of attorney, instructions or other requests with respect to the Covered Securities Committed Shares. The vote, if any, of the proxy holder pursuant to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under proxy set forth in this Section 2.3 2(b) shall control the outcome, and no subsequent be determinative, of any conflict between the vote by the proxy or voting undertaking shall be given holder of the Committed Shares and a vote by such Supporting the Shareholder (and if given shall be ineffective)of the Committed Shares. The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law necessary to effectuate the intent of this proxy. The proxy and the proxy and power of attorney granted by such Supporting Shareholder herein hereunder is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney and shall not be revoked by survive the dissolution, bankruptcy, death or incapacity of such Supporting or the Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate only upon the termination of this Agreement in accordance with its termsSection 5 hereof.

Grant of Irrevocable Proxy. The Supporting In furtherance of the Shareholder’s agreement in Section 2(a) of this Agreement, contemporaneously with the execution of this Agreement (i) the Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent and/or VDA and any designee of Parentother individual designated in writing by VDA, and each of them individually, as such Supporting the Shareholder’s proxies proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution), for and in such Supporting Shareholder’s the name, place and steadstead of Shareholder, to votevote the Committed Shares or provide written consents as indicated in Section 2(a) of this Agreement, act by written consent or execute and deliver a proxy, solely (ii) hereby affirms that the irrevocable proxy set forth in respect of the matters described in, and in accordance with, this Section 2.1(a2(b), and if it becomes effective pursuant to vote or grant a written consent with respect to the Covered Securities provided in Section 2.1(aclause (i). This irrevocable proxy and power of attorney , is given in connection with, and in consideration of, with the execution of the Merger Agreement and the TransactionsPurchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting the Shareholder under this Agreement. The Supporting Shareholder Agreement and (iii) hereby (a) affirms that such the irrevocable proxy is (i) coupled with an interest, interest and (iib) subject affirms that such irrevocable proxy, if it becomes effective pursuant to the last sentence of this Section 2.3clause (i), is executed and intended to be irrevocable and coupled with an interest in accordance with the provisions of the Laws Section 16-10a-722 of the State URBCA. This proxy shall only be effective if the Shareholder fails to appear, or otherwise fails to cause the Committed Shares to be counted as present for purposes of New Yorkcalculating a quorum, at each annual, special or other meeting of the shareholders of Company and to vote the Committed Shares in accordance with Section 2(a) above, and VDA hereby acknowledges that the proxy granted hereby shall not be effective for any other purposes. VDA also acknowledges that, except as provided for herein, Shareholder retains the rights to vote the Committed Shares in Shareholder's sole discretion with respect to any matter other than those set forth in Section 2(a) and Section 2(d). The Shareholder hereby represents that all proxies, powers of attorney, instructions or other requests given by the Shareholder prior to the execution of this Agreement in respect of the voting of the Committed Shares, if any, are not irrevocable and the Shareholder hereby revokes (bor causes to be revoked) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder previous proxies, powers of attorney, instructions or other requests with respect to the Covered Securities Committed Shares. Upon the effectiveness of the proxy, the vote, if any, of the proxy holder pursuant to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under proxy set forth in this Section 2.3 2(b) shall control the outcome, and no subsequent be determinative, of any conflict between the vote by the proxy or voting undertaking shall be given holder of the Committed Shares and a vote by such Supporting the Shareholder (and if given shall be ineffective)of the Committed Shares. The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law necessary to effectuate the intent of this proxy. The proxy and the proxy and power of attorney granted by such Supporting Shareholder herein hereunder is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney and shall not be revoked by survive the dissolution, bankruptcy, death or incapacity of such Supporting or the Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate only upon the termination of this Agreement in accordance with its termsSection 5 hereof.

Grant of Irrevocable Proxy. The Supporting Each Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent HoldCo and/or any designee of ParentHoldCo, and each of them individually, as such Supporting Shareholder’s proxies and attorneys-in-fact, with full power of substitution and re-substitutionresubstitution, for and in such Supporting Shareholder’s name, place and stead, to vote, act by written consent or execute and deliver a proxy, solely in respect of the matters described in, and in accordance with, Section 2.1(a) and Section 2.1(b), and to vote or grant a written consent with respect to the Covered Securities provided in Section 2.1(a) and Section 2.1(b). This irrevocable proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement and the Transactionstransactions contemplated thereby, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder under this Agreement. The Supporting Each Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest, interest and (ii) subject to the last sentence of this Section 2.32.2, executed and intended to be irrevocable in accordance with the provisions of the Laws of the State of New York, and (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and or voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 2.2 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Each Shareholder shall take such further action or execute such other instruments as may be requested by Parent HoldCo in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting each Shareholder herein is a durable power of attorney and, so long as Parent HoldCo has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties parties hereto terminate upon the termination of this Agreement in accordance with its terms.

Grant of Irrevocable Proxy. The Supporting (a) Shareholder hereby irrevocably and unconditionally (to the fullest extent permitted by law) grants a proxy to, and appoints, Parent and/or any designee of Parent, and each of them individuallyits executive officers and any of them, in their capacities as officers of Parent (the “Grantees”), as such Supporting Shareholder’s proxies proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution), for and in such Supporting Shareholder’s the name, place and steadstead of Shareholder, to votevote the Shares, act by written to instruct nominees or record holders to vote the Shares, or grant a consent or execute and deliver a proxyapproval or dissent or disapproval in respect of such Shares in accordance with Section 3 hereof and, solely in the discretion of the Grantees, with respect to any proposed adjournments or postponements of any meeting of shareholders of the Company at which any of the matters described in Section 3 hereof is to be considered. (b) Shareholder represents that any proxies heretofore given in respect of the matters described inShares that may still be in effect are not irrevocable, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to such proxies are hereby revoked. (c) Shareholder hereby affirms that the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney set forth in this Section 4 is given in connection with, and in consideration of, with the execution of the Merger Agreement and the TransactionsAgreement, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder under this Agreement. The Supporting Shareholder hereby (a) further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. 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 (i) coupled with an interest, and (ii) subject to the last sentence of this Section 2.3, executed and intended to be irrevocable in accordance with the provisions of the Laws Section 1759 of the State of New York, and (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under Pennsylvania Business Corporation Law. Notwithstanding this Section 2.3 and no subsequent 4(c), the proxy or voting undertaking granted by Shareholder shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its terms. (d) The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Shareholder shall retain at all times the right to vote the Shares in Shareholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3 that are at any time or from time to time presented for consideration to the Company’s shareholders generally and on any matter presented to the Company’s shareholders after the Expiration Date. (e) Parent may terminate this proxy with respect to Shareholder at any time at its sole election by written notice provided to Shareholder. (f) Parent may only exercise its power of attorney under this Section 4 after delivering written notice to Shareholder that Shareholder has failed to vote its Shares as required by Section 3(a) hereof.

Grant of Irrevocable Proxy. The Supporting Shareholder (a) Stockholder hereby irrevocably appoints ▇▇▇▇▇ ▇▇▇▇▇▇▇ and unconditionally grants a proxy to, and appoints, Parent and/or any designee of Parent, and each of them individually▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Proxyholders”), as such Supporting ShareholderStockholder’s proxies proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitutionresubstitution), and grants to the Proxyholders full authority, for and in such Supporting Shareholder’s the name, place place, and steadstead of Stockholder, to votevote the Shares, act by written to instruct nominees or record holders to vote the Shares, or grant a consent or execute and deliver a proxyapproval in respect of such Shares in accordance with Section 3 hereof and, solely in the discretion of the Proxyholders, with respect to any proposed adjournments or postponements of any meeting of Stockholders at which any of the matters described in Section 3 hereof are to be considered. (b) Stockholder hereby revokes any proxies heretofore given by Stockholder in respect of the matters described in, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to Shares. (c) Stockholder hereby affirms that the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney set forth in this Section 4 is given in connection with, and in consideration of, with the execution of the Merger Agreement and the TransactionsAsset Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder Stockholder under this Agreement. The Supporting Shareholder Stockholder hereby (a) further affirms that such the irrevocable proxy is (i) coupled with an interest, and (ii) subject to the last sentence of this Section 2.3, executed and is intended to be irrevocable in accordance with the provisions of the Laws Section 212 of the State of New YorkDelaware General Corporation Law, and (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted may under this Section 2.3 and no subsequent proxy or voting undertaking shall circumstances be given by such Supporting Shareholder (and if given shall be ineffective)revoked. The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney irrevocable proxy granted by such Supporting Shareholder Stockholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney and shall not be revoked by survive the dissolution, bankruptcy, death or incapacity of such Supporting ShareholderStockholder. (d) The Proxyholders may not exercise this irrevocable proxy on any matter except as provided above. The Stockholder may vote the Shares on all other matters. (e) Buyer may terminate this proxy and power of attorney granted hereunder shall automatically and without further action at any time by the Parties terminate upon the termination of this Agreement in accordance with its termswritten notice to Stockholder.

Grant of Irrevocable Proxy. The Supporting Each ICLK Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent DWM and/or any designee of ParentDWM, and each of them individually, as such Supporting Shareholder’s its proxies and attorneys-in-fact, with full power of substitution and re-substitutionresubstitution, for and in such Supporting ICLK Shareholder’s name, place and stead, to vote, act by written consent or execute and deliver a proxy, solely in respect of the matters described in, and in accordance with, Section 2.1(a3(a), and to vote or grant a written consent with respect to the Covered Securities Voting Shares Beneficially Owns by it as provided in Section 2.1(a3(a). This irrevocable proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement and the TransactionsAgreement, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting ICLK Shareholder under this Agreement. The Supporting Each ICLK Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest, interest and (ii) subject to the last sentence of this Section 2.34, executed and intended to be irrevocable in accordance with the provisions of the Laws of the State of New York, and (b) revokes Hong Kong. Each ICLK Shareholder hereby represents that any and all prior proxies granted and voting undertakings delivered by such Supporting ICLK Shareholder with respect to the Covered Securities Voting Shares Beneficially Owns by it to the extent such prior proxies granted and or voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 4, if any, have been revoked or substituted by DWM and any designee thereof with respect to such ICLK Shareholder’s Voting Shares in connection with the transactions contemplated, and to the extent required, under the Merger Agreement and this Agreement, including the Merger, and no subsequent proxy or voting undertaking shall be given by such Supporting ICLK Shareholder (and if given shall be ineffective). The Supporting Each ICLK Shareholder shall take such further action or execute such other instruments as may be requested by Parent DWM in accordance with the relevant provisions of the Laws of the State of New York Hong Kong or any other Law to effectuate the intent of this proxy. If for any reason the proxy granted herein is not irrevocable, then such ICLK Shareholder agrees to vote its Voting Shares in accordance with Section 3(a) as instructed in writing by DWM, or any designee of DWM prior to the termination of this Agreement. The parties agree that the foregoing is a voting agreement. The power of attorney granted by such Supporting each ICLK Shareholder herein is a durable power of attorney and, so long as Parent DWM has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting ICLK Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties parties hereto terminate upon the termination of this Agreement in accordance with its terms. Notwithstanding anything to the contrary in this Section 4, this Section 4 and the proxy granted hereunder shall only be effective with respect to an ICLK Shareholder if such ICLK Shareholder fails to perform his or its obligations under Section 3(a) above.

Grant of Irrevocable Proxy. (a) The Supporting Shareholder Stockholder hereby irrevocably and unconditionally (to the fullest extent permitted by law) grants a proxy to, and appoints, Parent and/or any designee of Parent, the Company and each of them individuallyits executive officers and any of them, in their capacities as officers of the Company (the “Grantees”), as such Supporting Shareholderthe Stockholder’s proxies proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution), for and in such Supporting Shareholder’s the name, place and steadstead of the Stockholder, to votevote the Shares, act by written to instruct nominees or record holders to vote the Shares, or to grant a consent or execute and deliver a proxy, solely approval or dissent or disapproval in respect of the matters described inShares, and in each case in accordance withwith Section 1.1 hereof and, Section 2.1(a)in the discretion of the Grantees, and to vote or grant a written consent with respect to any proposed adjournments or postponements of any meeting of stockholders of the Covered Securities provided Company at which any of the matters described in Section 2.1(a). This 1.1 hereof are to be considered. (b) The Stockholder hereby affirms that the irrevocable proxy and power of attorney set forth in this Section 1.2 is given in connection with, and in consideration of, with the execution of the Merger Purchase Agreement and the Transactionsproposed issuance of the Securities as contemplated thereby, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder the Stockholder under this Agreement. The Supporting Shareholder Stockholder hereby (a) further affirms that such the irrevocable proxy is (i) coupled with an interestinterest and may under no circumstances be revoked, except as otherwise set forth herein. The Stockholder hereby ratifies and (ii) subject confirms all that the Grantees may lawfully do or cause to the last sentence of be done by virtue hereof. The irrevocable proxy set forth in this Section 2.3, 1.2 is executed and intended to be irrevocable in accordance with the provisions of the Laws Section 212 of the State of New York, and (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under Delaware General Corporation Law. Notwithstanding this Section 2.3 and no subsequent 1.2, the proxy or voting undertaking granted by the Stockholder shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its terms. (c) The Grantees may not exercise this irrevocable proxy on any other matter except as provided above.

Grant of Irrevocable Proxy. The Supporting Shareholder (a) Each Stockholder hereby irrevocably and unconditionally (to the fullest extent permitted by law) grants a proxy to, and appoints, Parent and/or any designee of Parent, the Company and each of them individuallyits executive officers and any of them, in their capacities as such Supporting Shareholderofficers of the Company (the “Grantees”), each Stockholder’s proxies proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution), for and in such Supporting Shareholder’s the name, place and steadstead of such Stockholder, to votevote the Shares, act to instruct nominees or record holders to vote such Shares owned by written such Stockholder, or grant a consent or execute and deliver a proxy, solely approval in respect of such Shares in accordance with Section 4 hereof and, in the discretion of the Grantees with respect to any proposed adjournments or postponements of any meeting of stockholders at which any of the matters described inin Section 4 hereof is to be considered. (b) Each Stockholder represents that any proxies heretofore given in respect of a Stockholder’s shares that may still be in effect are not irrevocable, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to such proxies are hereby revoked. (c) Each Stockholder hereby affirms that the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney is given set forth in connection with, and in consideration of, the execution of the Merger Agreement and the Transactions, and that such irrevocable proxy this Section 5 is given to secure the performance of the duties of such Supporting Shareholder Stockholder under this Agreement. The Supporting Shareholder Each Stockholder hereby (a) further affirms that such the irrevocable proxy is (i) coupled with an interestinterest and may under no circumstances be revoked, and (ii) subject to the last sentence of except as otherwise provided in this Section 2.3, Agreement. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of the Laws Section 212 of the State Delaware General Corporation Law until termination of New York, and this Agreement. (bd) revokes The Grantees may not exercise this irrevocable proxy on any and other matter except as provided above. Each Stockholder may vote the Shares on all prior proxies granted and voting undertakings delivered by such Supporting Shareholder other matters. (e) The Company may terminate this proxy with respect to the Covered Securities any Stockholder at any time at its sole election by written notice provided to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its termsStockholder.

Grant of Irrevocable Proxy. The Supporting Shareholder (a) Stockholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent and/or the Company, and any designee of Parentindividuals designated in writing by the Company, and each of them individually, as such Supporting ShareholderStockholder’s proxies proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution), for and in such Supporting Shareholder’s the name, place and steadstead of Stockholder, to votevote the Shares, act by written to instruct nominees or record holders to vote such Shares, or grant a consent or execute approval in respect of such Shares solely for the matters set forth in Section 3. This proxy shall only be effective if Stockholder fails to appear, or otherwise fails to cause the Shares to be counted as present for purposes of calculating a quorum, at the Stockholders Meeting or any other meeting of the stockholders of Parent and deliver a proxyto vote the Shares in accordance with Section 3 at the CUSIP No. 244331302 13D Page ▇▇ ▇▇ 27 Pages Stockholders Meeting or such other meeting, solely and the Company hereby acknowledges that the proxy granted hereby shall not be effective for any other purpose. Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon Stockholder’s execution and delivery of this Agreement. (b) Stockholder represents that any proxies heretofore given in respect of the matters described inShares that may still be in effect are not irrevocable, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to that any such proxies are hereby revoked. (c) Stockholder hereby affirms that the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney set forth in this Section 4 is given in connection with, and in consideration of, with the execution of the Merger Agreement and the TransactionsAgreement, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder Stockholder under this Agreement. The Supporting Shareholder Stockholder hereby (a) further affirms that such the irrevocable proxy is (i) coupled with an interestinterest and may under no circumstances be revoked, except as expressly provided in this Agreement. Stockholder hereby ratifies and (ii) subject confirms all actions that the proxies appointed hereunder may lawfully do or cause to the last sentence of be done in accordance with this Section 2.3, Agreement. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of the Laws Section 2-507 of the State of New York, Maryland General Corporation Law. (d) The attorneys and (bproxies named in Section 4(a) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under above may not exercise this Section 2.3 and no subsequent irrevocable proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or on any other Law to effectuate matters except as provided above. Stockholder may vote the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its termsShares on all other matters.

Grant of Irrevocable Proxy. The Supporting Shareholder (a) Except as set forth in Section 4(f) hereof, each Stockholder hereby irrevocably and unconditionally (to the fullest extent permitted by law) grants a proxy to, and appoints, Parent and/or any designee of Parent, Purchaser and each of them individuallyits executive officers and any of them, in their capacities as officers of Purchaser (the “Grantees”), as such Supporting ShareholderStockholder’s proxies proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution), for and in such Supporting Shareholder’s the name, place and steadstead of such Stockholder, to votevote the Shares, act by written to instruct nominees or record holders to vote the Shares, or grant a consent or execute and deliver a proxyapproval in respect of such Shares in accordance with Section 3 hereof and, solely in the discretion of the Grantees with respect to any proposed adjournments or postponements of any meeting of stockholders at which any of the matters described in Section 3 hereof is to be considered. (b) Each Stockholder represents that any proxies heretofore given in respect of the matters described inShares that may still be in effect are not irrevocable, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to such proxies are hereby revoked. (c) Each Stockholder hereby affirms that the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney set forth in this Section 4 is given in connection with, and in consideration of, with the execution of the Merger Agreement and the TransactionsCompany Stock Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder Stockholder under this Agreement. The Supporting Shareholder Each Stockholder hereby (a) 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 (i) coupled with an interest, and (ii) subject to the last sentence of this Section 2.3, executed and intended to be irrevocable in accordance with the provisions of Section 212 of the Laws General Corporation Law of the State of New York, and Delaware. (bd) revokes The Grantees may not exercise this irrevocable proxy on any and other matter except as provided above. Each Stockholder may vote the Shares on all prior proxies granted and voting undertakings delivered by such Supporting Shareholder other matters. (e) Purchaser may terminate this proxy with respect to the Covered Securities each Stockholder at any time at its sole election by written notice provided to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under Stockholder. (f) The proxy set forth in this Section 2.3 and no subsequent proxy or voting undertaking 4 shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its termsSection 7 hereof.

Grant of Irrevocable Proxy. The Supporting Shareholder Stockholder hereby irrevocably appoints as its proxy and unconditionally grants a proxy toattorney-in-fact ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇, and appoints, Parent and/or any designee in their respective capacities as officers of Parent, and any other Person designated by Parent in writing (collectively, the “Grantees”), each of them individually, as such Supporting Shareholder’s proxies and attorneys-in-fact, with full power of substitution and re-substitution, for and in such Supporting Shareholder’s name, place and steadresubstitution, to vote, act by written consent or execute and deliver a proxy, solely in respect the fullest extent of the matters described in, and in accordance with, Section 2.1(a), and to vote or grant a written consent Stockholder’s rights with respect to the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney is given in connection withCompany Shares, and in consideration of, the execution effective as of the Merger Agreement date hereof and continuing until the Transactions, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder under this Agreement. The Supporting Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest, and (ii) subject to the last sentence termination of this Section 2.3, executed and intended to be irrevocable Agreement in accordance with Section 5.1. herein (the provisions of the Laws of the State of New York“Voting Period”), and to vote (bor execute written consents, if applicable) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities Company Shares solely as required pursuant to the extent such prior proxies Section 2.1.(a) and Section 2.1.(b) hereof. The proxy granted and voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking by Stockholder hereunder shall be given by such Supporting Shareholder (and if given irrevocable during the Voting Period, shall be ineffective). The Supporting Shareholder shall deemed to be coupled with an interest sufficient in Law to support an irrevocable proxy, and Stockholder (a) will take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law necessary to effectuate the intent of this proxyproxy and (b) hereby revokes any proxy previously granted by Stockholder with respect to any Covered Company Shares (other than Routine Matters, as defined below). The power of attorney granted by such Supporting Shareholder herein Stockholder hereunder is a durable power of attorney andand shall survive the bankruptcy, so long death or dissolution of Stockholder. Other than (i) as Parent has provided in this Section 2.3., (ii) the interest secured granting of proxies to vote Covered Company Shares to an Affiliate of Stockholder as a Permitted Transfer and (iii) the granting of proxies to vote Covered Company Shares with respect to the election of directors, ratification of the appointment of the Company’s auditors at the Company’s annual meeting or special meeting of stockholders, and other routine matters at the Company’s annual meeting or any special meeting, in either case, to the extent such matters are not (x) inconsistent with the obligations contemplated by such the Merger Agreement or this Agreement or (y) related to the transactions contemplated by the Merger Agreement or this Agreement (collectively, “Routine Matters”), Stockholder shall not directly or indirectly grant any Person any proxy (revocable or irrevocable), power of attorney or other authorization with respect to the obligations secured voting of any of Stockholder’s Covered Company Shares. Parent may terminate this proxy with respect to Stockholder at any time at its sole election by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its termswritten notice provided to Stockholder.

Grant of Irrevocable Proxy. The Each Supporting Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent and/or any designee of Parent, and each of them individually, as such Supporting Shareholder’s proxies and attorneys-in-fact, with full power of substitution and re-substitution, for and in such Supporting Shareholder’s name, place and stead, to vote, act by written consent or execute and deliver a proxy, solely in respect of the matters described in, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement and the Transactions, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder under this Agreement. The Each Supporting Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest, and (ii) subject to the last sentence of this Section 2.3, executed and intended to be irrevocable in accordance with the provisions of the Laws of the State of New York, and (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). The Each Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its terms.

Grant of Irrevocable Proxy. The Supporting Shareholder (a) In the case of a vote referred to in Section 2.1(a), each Contributing Stockholder hereby irrevocably appoints Parent and unconditionally grants a proxy to, and appoints, Parent and/or any designee of Parent, and each of them individually, as such Supporting ShareholderContributing Stockholder’s proxies agent, attorney and attorneys-in-factproxy, with full power of substitution and re-substitution, for and in such Supporting Shareholder’s name, place and steadresubstitution, to vote, vote or act by written consent or execute and deliver a proxy, until the Expiration Time with respect the Owned Shares solely in respect of the matters described in, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to the Covered Securities provided matters and in the manner specified in Section 2.1(a)2.1. This irrevocable proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement and the Transactions, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder each Contributing Stockholder under this Agreement. In the case of a vote referred to in Section 2.1(a), each Contributing Stockholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as the Parent may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement. The Supporting Shareholder hereby (aproxy and power of attorney granted pursuant to this Section 2.2(a) affirms that such by each Contributing Stockholder shall be irrevocable proxy is (i) during the term of this Agreement, shall be deemed to be coupled with an interest, interest sufficient in law to support an irrevocable proxy and (ii) subject to the last sentence of this Section 2.3, executed and intended to be irrevocable in accordance with the provisions of the Laws of the State of New York, and (b) revokes shall revoke any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to Contributing Stockholder. The vote of the Covered Securities to proxyholder shall control in any conflict between the extent vote by the proxyholder of such prior proxies granted Contributing Stockholder’s Owned Shares and voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking shall be given a vote by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action Contributing Stockholder of his, her or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxyits Owned Shares. The power of attorney granted by such Supporting Shareholder each Contributing Stockholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney and shall not be revoked by survive the dissolution, bankruptcy, death or incapacity of such Supporting ShareholderContributing Stockholder. The proxy and power of attorney granted hereunder shall be automatically and without further action by the Parties terminate revoked upon the termination of this Agreement in accordance with its terms. (b) In the case of a vote referred to in Section 2.1(b), each Contributing Stockholder hereby appoints the Company and any designee of the Company, and each of them individually, as such Contributing Stockholder’s agent, attorney and proxy, with full power of substitution and resubstitution, to vote or act by written consent until the Expiration Time with respect the Owned Shares solely with respect to the matters and in the manner specified in Section 2.1. This proxy is given to secure the performance of the duties of each Contributing Stockholder under this Agreement. In the case of a vote referred to in Section 2.1(b), each Contributing Stockholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as the Company may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement. The proxy and power of attorney granted pursuant to this Section 2.2(b) by each Contributing Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Contributing Stockholder. The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of such Contributing Stockholder’s Owned Shares and a vote by such Contributing Stockholder of his, her or its Owned Shares. The power of attorney granted by each Contributing Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Contributing Stockholder. The proxy and power of attorney granted hereunder shall be automatically revoked upon termination of this Agreement in accordance with its terms.

Grant of Irrevocable Proxy. The Supporting (a) Each Shareholder hereby irrevocably and unconditionally (to the fullest extent permitted by law) grants a proxy to, and appoints, Parent and/or any designee of Parent, Buyer and each of them individuallyits executive officers and any of them, in their capacities as such Supporting officers of Buyer (the “Grantees”), each Shareholder’s proxies proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution), for and in such Supporting Shareholder’s the name, place and steadstead of such Shareholder, to votevote the Shares, act to instruct nominees or record holders to vote such Shares owned by written such Shareholder, or grant a consent or execute and deliver a proxy, solely approval in respect of such Shares in accordance with Section 3 hereof and, in the discretion of the Grantees with respect to any proposed adjournments or postponements of any meeting of shareholders at which any of the matters described inin Section 3 hereof is to be considered. (b) Each Shareholder represents that any proxies heretofore given in respect of Shareholder’s shares that may still be in effect are not irrevocable, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to such proxies are hereby revoked. (c) Each Shareholder hereby affirms that the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney set forth in this Section 4 is given in connection with, and in consideration of, with the execution of the Merger Agreement and the TransactionsAgreement, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder under this Agreement. The Supporting Each Shareholder hereby (a) further affirms that such the irrevocable proxy is (i) coupled with an interestinterest and may under no circumstances be revoked, and (ii) subject to the last sentence of except as otherwise provided in this Section 2.3, Agreement. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of the Laws Section 607.0722 of the State Florida Business Corporation Act until termination of New York, and this Agreement. (bd) revokes The Grantees may not exercise this irrevocable proxy on any and other matter except as provided above. Each Shareholder may vote the Shares on all prior proxies granted and voting undertakings delivered by such Supporting Shareholder other matters. (e) Buyer may terminate this proxy with respect to the Covered Securities any Shareholder at any time at its sole election by written notice provided to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its terms.

Grant of Irrevocable Proxy. The Supporting Each Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent and/or any designee of Parent, and each of them individually, as such Supporting Shareholder’s its proxies and attorneys-in-fact, with full power of substitution and re-substitutionresubstitution, for and in such Supporting Shareholder’s name, place and stead, to vote, act by written consent or execute and deliver a proxy, solely in respect of the matters described in, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement and the TransactionsAgreement, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder under this Agreement. The Supporting Each Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest, interest and (ii) subject to the last sentence of this Section 2.32.2, executed and intended to be irrevocable in accordance with the provisions of the Laws of the State of New York, and (b) revokes . Each Shareholder hereby represents that any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and or voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 2.2, if any, have been revoked or substituted by Parent and any designee thereof with respect to such Shareholder’s Covered Securities in connection with the transactions contemplated, and to the extent required, under the Merger Agreement and this Agreement, including the Merger, and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Each Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. If for any reason the proxy granted herein is not irrevocable, then such Shareholder agrees to vote its respective Covered Securities in accordance with Section 2.1(a) as instructed in writing by Parent, or any designee of Parent prior to the termination of this Agreement. The parties agree that the foregoing is a voting agreement. The power of attorney granted by such Supporting each Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties parties hereto terminate upon the termination of this Agreement in accordance with its terms.