Common use of Grant of Irrevocable Proxy Clause in Contracts

Grant of Irrevocable Proxy. IN THE EVENT OF A FAILURE BY THE SHAREHOLDER TO ACT IN ACCORDANCE WITH THE SHAREHOLDER’S OBLIGATIONS AS TO VOTING PURSUANT TO SECTION 2 DURING THE SUPPORT PERIOD, THE SHAREHOLDER HEREBY IRREVOCABLY (DURING THE SUPPORT PERIOD) GRANTS TO AND APPOINTS BUYER AS THE SHAREHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF STOCKHOLDER, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF THE COMPANY’S SHAREHOLDERS, HOWEVER CALLED, OR IN CONNECTION WITH ANY WRITTEN CONSENT OF THE COMPANY’S SHAREHOLDERS, WITH RESPECT TO THE SHARES REGARDING THE MATTERS REFERRED TO IN SECTION 2 DURING THE SUPPORT PERIOD, TO THE SAME EXTENT AND WITH THE SAME EFFECT AS THE SHAREHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 2 IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE DURING THE SUPPORT PERIOD. DURING THE SUPPORT PERIOD, THE SHAREHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. THE SHAREHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF THE SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED WITH RESPECT TO THE MATTERS REFERRED TO IN SECTION 2 AND THIS SECTION 3.

Grant of Irrevocable Proxy. IN THE EVENT OF A FAILURE BY THE SHAREHOLDER TO ACT IN ACCORDANCE WITH THE SHAREHOLDER’S OBLIGATIONS AS TO VOTING PURSUANT TO SECTION 2 DURING THE SUPPORT PERIOD, THE SHAREHOLDER EACH OTHER INVESTOR (OTHER THAN JANUS OR NORWEST) HEREBY IRREVOCABLY (DURING THE SUPPORT PERIOD) GRANTS TO EACH OF THE WP X FUNDS SUCH OTHER INVESTOR’S PROXY, AND APPOINTS BUYER EACH OF THE WP X FUNDS, OR ANY DESIGNEE OR NOMINEE OF THE WP X FUNDS, AS THE SHAREHOLDERSUCH OTHER INVESTOR’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTIONSUBSTITUTION AND RESUBSTITITION), FOR AND IN THE ITS NAME, PLACE AND STEAD OF STOCKHOLDERSTEAD, (I) TO REPRESENTVOTE OR ACT BY WRITTEN CONSENT WITH RESPECT TO THE GRANTED EQUITY SHARES (WHETHER OR NOT VESTED) NOW OR HEREAFTER OWNED BY SUCH OTHER INVESTOR (OR ANY TRANSFEREE THEREOF) (INCLUDING THE RIGHT TO SIGN HIS, VOTE AND OTHERWISE ACT (BY VOTING AT HER OR ITS NAME TO ANY MEETING OF CONSENT, CERTIFICATE OR OTHER DOCUMENT RELATING TO THE COMPANY’S SHAREHOLDERS, HOWEVER CALLED, OR COMPANY THAT DELAWARE LAW MAY REQUIRE) IN CONNECTION WITH ANY AND ALL MATTERS, INCLUDING, WITHOUT LIMITATION, MATTERS SET FORTH HEREIN AS TO WHICH ANY VOTE OR ACTIONS MAY BE REQUESTED OR REQUIRED; (II) TO VOTE OR ACT BY WRITTEN CONSENT OF THE COMPANY’S SHAREHOLDERS, WITH RESPECT TO THE SHARES REGARDING (INCLUDING ANY PURCHASED EQUITY SHARES OR GRANTED EQUITY SHARES) NOW OR HEREAFTER OWNED BY SUCH OTHER INVESTOR (OR ANY TRANSFEREE THEREOF) (INCLUDING THE RIGHT TO SIGN HIS, HER OR ITS NAME TO ANY CONSENT, CERTIFICATE OR OTHER DOCUMENT RELATING TO THE COMPANY THAT APPLICABLE LAW MAY REQUIRE) IN CONNECTION WITH ANY AND ALL MATTERS REFERRED CONTEMPLATED BY SECTION 3(E) (DRAG-ALONG RIGHT), (III) TO IN TAKE ANY AND ALL REASONABLE ACTION NECESSARY TO SELL OR OTHERWISE TRANSFER ANY SHARES (INCLUDING ANY PURCHASED EQUITY SHARES OR GRANTED EQUITY SHARES) OWNED BY SUCH OTHER INVESTOR AS CONTEMPLATED BY SECTION 2 DURING 3(E) (DRAG-ALONG RIGHT) HEREOF AND (IV) WITH RESPECT TO OTHER INVESTORS THAT ARE NOT EMPLOYEES OF THE SUPPORT PERIODCOMPANY OR ITS SUBSIDIARIES (INCLUDING FORMER EMPLOYEES), TO VOTE OR ACT BY WRITTEN CONSENT WITH RESPECT TO THE SAME EXTENT PURCHASED EQUITY SHARE NOW OR HEREAFTER OWNED BY SUCH OTHER INVESTOR (OR ANY TRANSFEREE THEREOF) (INCLUDING THE RIGHT TO SIGN HIS, HER OR ITS NAME TO ANY CONSENT, CERTIFICATE OR OTHER DOCUMENT RELATING TO THE COMPANY THAT DELAWARE LAW MAY REQUIRE) IN CONNECTION WITH ANY AND WITH THE SAME EFFECT ALL MATTERS, INCLUDING, WITHOUT LIMITATION, MATTERS SET FORTH HEREIN AS THE SHAREHOLDER MIGHT TO WHICH ANY VOTE OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONSACTIONS MAY BE REQUESTED OR REQUIRED. THE THIS PROXY GRANTED PURSUANT TO THIS SECTION 2 IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE DURING THE SUPPORT PERIOD. DURING THE SUPPORT PERIODIRREVOCABLE, THE SHAREHOLDER AND EACH SUCH OTHER INVESTOR WILL TAKE SUCH FURTHER ACTION AND WILL OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE REASONABLY NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. THE SHAREHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED PROXY AND, EXCEPT WITH RESPECT TO ANY OF OTHER PROXY GIVEN BY AN OTHER INVESTOR TO THE SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED COMPANY OR WARBURG PINCUS, HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SUCH OTHER INVESTOR WITH RESPECT TO SUCH OTHER INVESTOR’S SHARES. IN THE MATTERS REFERRED TO EVENT THAT THE PROXY GRANTED IN SECTION 2 AND THIS SECTION 37(K) (GRANT OF IRREVOCABLE PROXY) IS INCONSISTENT WITH THE TERMS OF ANY OTHER PROXY GRANTED BY AN OTHER INVESTOR TO THE WP X FUNDS OR ANY OTHER PERSON, INCLUDING PURSUANT TO ANY STOCK INCENTIVE OR OTHER EQUITY COMPENSATION PLAN OF THE COMPANY, THEN THE TERMS OF THE PROXY GRANTED IN THIS SECTION 7(K) (GRANT OF IRREVOCABLE PROXY) SHALL GOVERN. IN THE EVENT THAT ANY OR ALL PROVISION OF THIS SECTION 7(K) (GRANT OF IRREVOCABLE PROXY) ARE DETERMINED TO BE UNENFORCEABLE, EACH OTHER INVESTOR WILL ENTER INTO A PROXY THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PRESERVES THE INTENT AND PROVIDES THE WP X FUNDS SUBSTANTIALLY THE SAME BENEFITS OF THIS SECTION 7(K) (GRANT OF IRREVOCABLE PROXY).

Grant of Irrevocable Proxy. IN THE EVENT OF A FAILURE EACH OTHER INVESTOR HEREBY GRANTS TO SUCH INSTITUTIONAL INVESTOR DESIGNATED BY THE SHAREHOLDER TO ACT IN ACCORDANCE WITH THE SHAREHOLDERMAJORITY INSTITUTIONAL INVESTORS SUCH OTHER INVESTOR’S OBLIGATIONS AS TO VOTING PURSUANT TO SECTION 2 DURING THE SUPPORT PERIODPROXY, THE SHAREHOLDER HEREBY IRREVOCABLY (DURING THE SUPPORT PERIOD) GRANTS TO AND APPOINTS BUYER SUCH INSTITUTIONAL INVESTOR DESIGNATED BY THE MAJORITY INSTITUTIONAL INVESTORS, OR ANY DESIGNEE OR NOMINEE OF THE INSTITUTIONAL INVESTORS, AS THE SHAREHOLDERSUCH OTHER INVESTOR’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTIONSUBSTITUTION AND RESUBSTITUTION), FOR AND IN THE ITS NAME, PLACE AND STEAD OF STOCKHOLDERSTEAD, (I) TO REPRESENTVOTE OR ACT BY WRITTEN CONSENT WITH RESPECT TO THE GRANTED EQUITY SHARES (WHETHER OR NOT VESTED) NOW OR HEREAFTER OWNED BY SUCH OTHER INVESTOR (OR ANY TRANSFEREE THEREOF) (INCLUDING THE RIGHT TO SIGN HIS, VOTE AND OTHERWISE ACT (BY VOTING AT HER OR ITS NAME TO ANY MEETING OF CONSENT, CERTIFICATE OR OTHER DOCUMENT RELATING TO THE COMPANY’S SHAREHOLDERS, HOWEVER CALLED, OR COMPANY THAT DELAWARE LAW MAY REQUIRE) IN CONNECTION WITH ANY AND ALL MATTERS, INCLUDING, WITHOUT LIMITATION, MATTERS SET FORTH HEREIN AS TO WHICH ANY VOTE OR ACTIONS MAY BE REQUESTED OR REQUIRED; PROVIDED, HOWEVER, SOLELY WITH RESPECT TO THIS CLAUSE (I) AND WITHOUT LIMITING ANY OF THE OTHER TERMS SET FORTH IN THIS SECTION 7(K), THIS CLAUSE (I) SHALL NOT BE APPLICABLE TO A SPECIFIED OTHER INITIAL INVESTOR (AS DEFINED HEREIN) DURING SUCH SPECIFIED OTHER INITIAL INVESTOR’S REFERENCE PERIOD (AS DEFINED HEREIN), IF ANY; (II) TO VOTE OR ACT BY WRITTEN CONSENT OF THE COMPANY’S SHAREHOLDERS, WITH RESPECT TO THE SHARES REGARDING (INCLUDING ANY PURCHASED EQUITY SHARES OR GRANTED EQUITY SHARES) NOW OR HEREAFTER OWNED BY SUCH OTHER INVESTOR (OR ANY TRANSFEREE THEREOF) (INCLUDING THE RIGHT TO SIGN HIS, HER OR ITS NAME TO ANY CONSENT, CERTIFICATE OR OTHER DOCUMENT RELATING TO THE COMPANY THAT APPLICABLE LAW MAY REQUIRE) IN CONNECTION WITH ANY AND ALL MATTERS REFERRED CONTEMPLATED BY SECTION 3(E), (III) TO IN TAKE ANY AND ALL REASONABLE ACTION NECESSARY TO SELL OR OTHERWISE TRANSFER ANY SHARES (INCLUDING ANY PURCHASED EQUITY SHARES OR GRANTED EQUITY SHARES) OWNED BY SUCH OTHER INVESTOR AS CONTEMPLATED BY SECTION 2 DURING 3(E) HEREOF AND (IV) WITH RESPECT TO OTHER INVESTORS THAT ARE NOT EMPLOYEES OF THE SUPPORT PERIODCOMPANY OR ITS SUBSIDIARIES (INCLUDING FORMER EMPLOYEES, BUT EXCLUDING OTHER INVESTORS WITH A RELATED MANAGEMENT INDIVIDUAL THAT IS AN EMPLOYEE OF THE COMPANY), TO VOTE OR ACT BY WRITTEN CONSENT WITH RESPECT TO THE SAME EXTENT PURCHASED EQUITY SHARES NOW OR HEREAFTER OWNED BY SUCH OTHER INVESTOR (OR ANY TRANSFEREE THEREOF) (INCLUDING THE RIGHT TO SIGN HIS, HER OR ITS NAME TO ANY CONSENT, CERTIFICATE OR OTHER DOCUMENT RELATING TO THE COMPANY THAT DELAWARE LAW MAY REQUIRE) IN CONNECTION WITH ANY AND WITH THE SAME EFFECT ALL MATTERS, INCLUDING, WITHOUT LIMITATION, MATTERS SET FORTH HEREIN AS THE SHAREHOLDER MIGHT TO WHICH ANY VOTE OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONSACTIONS MAY BE REQUESTED OR REQUIRED. THE THIS PROXY GRANTED PURSUANT TO THIS SECTION 2 IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE DURING THE SUPPORT PERIOD. DURING THE SUPPORT PERIODIRREVOCABLE, THE SHAREHOLDER AND EACH SUCH OTHER INVESTOR WILL TAKE SUCH FURTHER ACTION AND WILL OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE REASONABLY NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. THE SHAREHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED PROXY AND, EXCEPT WITH RESPECT TO ANY OF OTHER PROXY GIVEN BY THE SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OTHER INVESTOR TO THE COMPANY OR SUCH INSTITUTIONAL INVESTOR DESIGNATED BY THE MAJORITY INSTITUTIONAL INVESTORS, HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SUCH OTHER INVESTOR WITH RESPECT TO SUCH OTHER INVESTOR’S SHARES. IN THE MATTERS REFERRED TO EVENT THAT THE PROXY GRANTED IN SECTION 2 AND THIS SECTION 37(K) IS INCONSISTENT WITH THE TERMS OF ANY OTHER PROXY GRANTED BY AN OTHER INVESTOR TO SUCH INSTITUTIONAL INVESTOR DESIGNATED BY THE MAJORITY INSTITUTIONAL INVESTORS OR ANY OTHER PERSON, INCLUDING PURSUANT TO ANY STOCK INCENTIVE OR OTHER EQUITY COMPENSATION PLAN OF THE COMPANY, THEN THE TERMS OF THE PROXY GRANTED IN THIS SECTION 7(K) SHALL GOVERN. IN THE EVENT THAT ANY OR ALL PROVISION OF THIS SECTION 7(K) ARE DETERMINED TO BE UNENFORCEABLE, EACH OTHER INVESTOR WILL ENTER INTO A PROXY THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PRESERVES THE INTENT AND PROVIDES SUCH INSTITUTIONAL INVESTOR DESIGNATED BY THE MAJORITY INSTITUTIONAL INVESTORS SUBSTANTIALLY THE SAME BENEFITS OF THIS SECTION 7(K). THE PROVISIONS OF THIS SECTION 7(K) GOVERNING THE VOTING OF ANY SHARES OF THE COMPANY SHALL APPLY WITH RESPECT TO SUCH SHARES ONLY TO THE EXTENT THE HOLDERS OF SUCH SHARES ARE ENTITLED TO VOTE ON THE APPLICABLE MATTER WITH RESPECT TO SUCH SHARES.

Grant of Irrevocable Proxy. IN THE EVENT OF A FAILURE BY THE SHAREHOLDER TO ACT IN ACCORDANCE WITH THE SHAREHOLDER’S OBLIGATIONS AS TO VOTING PURSUANT TO SECTION 2 DURING THE SUPPORT PERIOD, THE SHAREHOLDER HEREBY IRREVOCABLY (DURING THE SUPPORT PERIOD) GRANTS TO AND APPOINTS BUYER PURCHASER AND ANY DESIGNEE THEREOF AS THE SHAREHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF STOCKHOLDERSHAREHOLDER, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF THE COMPANY’S SHAREHOLDERS, HOWEVER CALLED, OR IN CONNECTION WITH ANY WRITTEN CONSENT OF THE COMPANY’S SHAREHOLDERS, WITH RESPECT TO THE SHARES REGARDING THE MATTERS REFERRED TO IN SECTION 2 DURING THE SUPPORT PERIOD, TO THE SAME EXTENT AND WITH THE SAME EFFECT AS THE SHAREHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 2 3 IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE DURING THE SUPPORT PERIOD. DURING THE SUPPORT PERIOD, THE SHAREHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE PROXY GRANTED BY THE SHAREHOLDER PURSUANT TO THIS SECTION 3 SHALL BE AUTOMATICALLY REVOKED UPON THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS. THE SHAREHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF THE SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED WITH RESPECT TO THE MATTERS REFERRED TO IN SECTION 2 AND THIS SECTION 3.

Grant of Irrevocable Proxy. IN THE EVENT OF A FAILURE BY IF THE SHAREHOLDER FAILS TO ACT IN ACCORDANCE WITH THE SHAREHOLDER’S OBLIGATIONS AS TO VOTING PURSUANT TO SECTION 2 DURING THE SUPPORT PERIOD, THE SHAREHOLDER HEREBY IRREVOCABLY (DURING THE SUPPORT PERIOD) GRANTS TO AND APPOINTS BUYER THE PURCHASER AS THE SHAREHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF STOCKHOLDERTHE SHAREHOLDER, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF THE COMPANY’S SHAREHOLDERS, HOWEVER CALLED, OR IN CONNECTION WITH ANY WRITTEN CONSENT OF THE COMPANY’S SHAREHOLDERS, WITH RESPECT TO THE SHARES REGARDING THE MATTERS REFERRED TO IN SECTION 2 DURING THE SUPPORT PERIOD, TO THE SAME EXTENT AND WITH THE SAME EFFECT AS THE SHAREHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 2 3 IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE DURING THE SUPPORT PERIOD. DURING THE SUPPORT PERIOD, THE SHAREHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. THE SHAREHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF THE SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED WITH RESPECT TO THE MATTERS REFERRED TO IN SECTION 2 AND THIS SECTION 3.

Grant of Irrevocable Proxy. IN THE EVENT OF A FAILURE BY THE SHAREHOLDER STOCKHOLDER TO ACT IN ACCORDANCE WITH THE SHAREHOLDERSTOCKHOLDER’S OBLIGATIONS AS TO VOTING PURSUANT TO SECTION 2 DURING THE SUPPORT PERIOD, THE SHAREHOLDER STOCKHOLDER HEREBY IRREVOCABLY (DURING THE SUPPORT PERIOD) GRANTS TO AND APPOINTS BUYER PURCHASER AS THE SHAREHOLDERSTOCKHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF STOCKHOLDER, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF THE COMPANY’S SHAREHOLDERSSTOCKHOLDERS, HOWEVER CALLED, OR IN CONNECTION WITH ANY WRITTEN CONSENT OF THE COMPANY’S SHAREHOLDERSSTOCKHOLDERS, WITH RESPECT TO THE SHARES REGARDING THE MATTERS REFERRED TO IN SECTION 2 DURING THE SUPPORT PERIOD, TO THE SAME EXTENT AND WITH THE SAME EFFECT AS THE SHAREHOLDER STOCKHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 2 3 IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE DURING THE SUPPORT PERIOD. DURING THE SUPPORT PERIOD, THE SHAREHOLDER STOCKHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. THE SHAREHOLDER STOCKHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF THE SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED WITH RESPECT TO THE MATTERS REFERRED TO IN SECTION 2 AND THIS SECTION 3.

Grant of Irrevocable Proxy. IN FROM AND AFTER THE EVENT DATE HEREOF UNTIL THE EXPIRATION TIME, EACH UNITHOLDER IRREVOCABLY AND UNCONDITIONALLY APPOINTS ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE), EACH OF A FAILURE BY THE SHAREHOLDER TO ACT IN ACCORDANCE WITH THE SHAREHOLDER’S OBLIGATIONS THEM INDIVIDUALLY, AS TO VOTING PURSUANT TO SECTION 2 DURING THE SUPPORT PERIOD, THE SHAREHOLDER HEREBY IRREVOCABLY (DURING THE SUPPORT PERIOD) GRANTS TO AND APPOINTS BUYER AS THE SHAREHOLDERSUCH UNITHOLDER’S PROXY AND ATTORNEY-IN-FACT (FACT, WITH FULL POWER OF SUBSTITUTION), FOR SUBSTITUTION AND IN THE NAME, PLACE AND STEAD OF STOCKHOLDERRESUBSTITUTION, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF THE COMPANY’S SHAREHOLDERS, HOWEVER CALLED, OR IN CONNECTION WITH ANY WRITTEN CONSENT UNITHOLDERS OF THE COMPANY’S SHAREHOLDERSPARTNERSHIP AT WHICH ANY OF THE MATTERS DESCRIBED IN SECTION 2.1 ARE TO BE CONSIDERED OR EXECUTE WRITTEN CONSENTS WITH RESPECT TO ANY SUCH MATTERS, WITH RESPECT TO SUCH UNITHOLDER’S COVERED UNITS AS OF THE SHARES REGARDING APPLICABLE RECORD DATE, IN EACH CASE SOLELY TO THE MATTERS REFERRED TO EXTENT AND IN THE MANNER SPECIFIED IN SECTION 2 DURING 2.1. THIS PROXY IS IRREVOCABLE (UNTIL THE SUPPORT PERIOD, EXPIRATION TIME AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE SAME EXTENT PARTNERSHIP CONFLICTS COMMITTEE) AND WITH THE SAME EFFECT AS THE SHAREHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 2 IS COUPLED WITH AN INTEREST INTEREST, AND SHALL BE IRREVOCABLE DURING THE SUPPORT PERIOD. DURING THE SUPPORT PERIOD, THE SHAREHOLDER EACH UNITHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL OR EXECUTE SUCH OTHER FURTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. THE SHAREHOLDER PROXY AND HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY OTHER PROXY PREVIOUSLY GRANTED BY SUCH UNITHOLDER WITH RESPECT TO ANY OF THE SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED WITH RESPECT ITS COVERED UNITS (AND EACH UNITHOLDER HEREBY REPRESENTS TO THE MATTERS REFERRED TO IN SECTION 2 AND THIS SECTION 3PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE).

Grant of Irrevocable Proxy. IN FROM AND AFTER THE EVENT OF A FAILURE BY DATE HEREOF UNTIL THE SHAREHOLDER TO ACT IN ACCORDANCE WITH THE SHAREHOLDER’S OBLIGATIONS AS TO VOTING PURSUANT TO SECTION 2 DURING THE SUPPORT PERIODEXPIRATION TIME, THE SHAREHOLDER HEREBY UNITHOLDER IRREVOCABLY AND UNCONDITIONALLY APPOINTS ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ AND ANY OTHER PROXY DESIGNEE (DURING THE SUPPORT PERIOD) GRANTS TO AND APPOINTS BUYER AS THE SHAREHOLDERDEFINED ABOVE), EACH OF THEM INDIVIDUALLY, AS SUCH UNITHOLDER’S PROXY AND ATTORNEY-IN-FACT (FACT, WITH FULL POWER OF SUBSTITUTION), FOR SUBSTITUTION AND IN THE NAME, PLACE AND STEAD OF STOCKHOLDERRESUBSTITUTION, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF THE COMPANY’S SHAREHOLDERS, HOWEVER CALLED, OR IN CONNECTION WITH ANY WRITTEN CONSENT UNITHOLDERS OF THE COMPANY’S SHAREHOLDERSPARTNERSHIP AT WHICH ANY OF THE MATTERS DESCRIBED IN SECTION 2.1 ARE TO BE CONSIDERED OR EXECUTE WRITTEN CONSENTS WITH RESPECT TO ANY SUCH MATTERS, WITH RESPECT TO THE SHARES REGARDING UNITHOLDER’S COVERED UNITS AS OF THE MATTERS REFERRED APPLICABLE RECORD DATE, IN EACH CASE SOLELY TO THE EXTENT AND IN THE MANNER SPECIFIED IN SECTION 2 DURING 2.1. THIS PROXY IS IRREVOCABLE (UNTIL THE SUPPORT PERIOD, EXPIRATION TIME AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE SAME EXTENT PARTNERSHIP CONFLICTS COMMITTEE) AND WITH THE SAME EFFECT AS THE SHAREHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 2 IS COUPLED WITH AN INTEREST INTEREST, AND SHALL BE IRREVOCABLE DURING THE SUPPORT PERIOD. DURING THE SUPPORT PERIOD, THE SHAREHOLDER UNITHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL OR EXECUTE SUCH OTHER FURTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. THE SHAREHOLDER PROXY AND HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY OTHER PROXY PREVIOUSLY GRANTED BY SUCH UNITHOLDER WITH RESPECT TO ANY OF ITS COVERED UNITS (AND THE SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED WITH RESPECT UNITHOLDER HEREBY REPRESENTS TO THE MATTERS REFERRED TO IN SECTION 2 AND THIS SECTION 3PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE).

Grant of Irrevocable Proxy. IN THE EVENT EVENT, BUT ONLY IN THE EVENT, OF A FAILURE BY THE SHAREHOLDER TO ACT IN ACCORDANCE WITH THE SHAREHOLDER’S OBLIGATIONS AS TO VOTING PURSUANT TO SECTION 2 DURING THE SUPPORT PERIOD, THE SHAREHOLDER HEREBY IRREVOCABLY (DURING THE SUPPORT PERIOD) GRANTS TO AND APPOINTS BUYER PURCHASER AS THE SHAREHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF STOCKHOLDERTHE SHAREHOLDER, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF THE COMPANY’S SHAREHOLDERS, HOWEVER CALLED, OR IN CONNECTION WITH ANY WRITTEN CONSENT OF THE COMPANY’S SHAREHOLDERS, WITH RESPECT TO THE COVERED SHARES REGARDING THE MATTERS REFERRED TO IN SECTION 2 DURING THE SUPPORT PERIOD, TO THE SAME EXTENT AND WITH THE SAME EFFECT AS THE SHAREHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 2 4 IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE DURING THE SUPPORT PERIOD. DURING THE SUPPORT PERIOD, THE SHAREHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS REASONABLY MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. THE SHAREHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF THE COVERED SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED WITH RESPECT TO THE MATTERS REFERRED TO IN SECTION 2 AND THIS SECTION 34.

Grant of Irrevocable Proxy. IN THE EVENT OF A FAILURE BY THE SHAREHOLDER TO ACT IN ACCORDANCE WITH THE SHAREHOLDER’S OBLIGATIONS AS TO VOTING PURSUANT TO SECTION 2 DURING THE SUPPORT PERIOD, THE SHAREHOLDER HEREBY IRREVOCABLY (DURING THE SUPPORT PERIOD) GRANTS TO AND APPOINTS BUYER PURCHASER AS THE SHAREHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF STOCKHOLDERSHAREHOLDER, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF THE COMPANY’S SHAREHOLDERS, HOWEVER CALLED, OR IN CONNECTION WITH ANY WRITTEN CONSENT OF THE COMPANY’S SHAREHOLDERS, WITH RESPECT TO THE SHARES REGARDING THE MATTERS REFERRED TO IN SECTION 2 DURING THE SUPPORT PERIOD, TO THE SAME EXTENT AND WITH THE SAME EFFECT AS THE SHAREHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 2 3 IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE DURING THE SUPPORT PERIOD. DURING THE SUPPORT PERIOD, THE SHAREHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. THE SHAREHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF THE SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED WITH RESPECT TO THE MATTERS REFERRED TO IN SECTION 2 AND THIS SECTION 3.

Grant of Irrevocable Proxy. IN THE EVENT OF A FAILURE BY THE SHAREHOLDER TO ACT IN ACCORDANCE WITH THE SHAREHOLDER’S OBLIGATIONS AS TO VOTING PURSUANT TO SECTION 2 DURING THE SUPPORT PERIOD, THE SHAREHOLDER HEREBY IRREVOCABLY (DURING THE SUPPORT PERIOD) GRANTS TO AND APPOINTS BUYER AS THE SHAREHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF STOCKHOLDER, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF THE COMPANY’S SHAREHOLDERS, HOWEVER CALLED, OR IN CONNECTION WITH ANY WRITTEN CONSENT OF THE COMPANY’S SHAREHOLDERS, WITH RESPECT TO THE SHARES REGARDING THE MATTERS REFERRED TO IN SECTION 2 DURING THE SUPPORT PERIOD, TO THE SAME EXTENT AND WITH THE SAME EFFECT AS THE SHAREHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 2 IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE DURING THE SUPPORT PERIOD. DURING THE SUPPORT PERIOD, THE SHAREHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. THE SHAREHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF THE SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED WITH RESPECT TO THE MATTERS REFERRED TO IN SECTION 2 AND THIS SECTION 3.. Table of Contents

Grant of Irrevocable Proxy. IN ADDITION TO, AND NOT IN LIMITATION OF, THE EVENT PROXY GRANTED UNDER SECTION 4.04(C), EACH OTHER SHAREHOLDER HEREBY GRANTS TO EACH OF A FAILURE BY THE SHAREHOLDER TO ACT IN ACCORDANCE WITH THE SPONSORS SUCH OTHER SHAREHOLDER’S OBLIGATIONS AS TO VOTING PURSUANT TO SECTION 2 DURING THE SUPPORT PERIODPROXY, THE SHAREHOLDER HEREBY IRREVOCABLY (DURING THE SUPPORT PERIOD) GRANTS TO AND APPOINTS BUYER EACH OF THE SPONSORS, OR ANY DESIGNEE OR NOMINEE OF THE SPONSORS, AS THE SUCH OTHER SHAREHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTIONSUBSTITUTION AND RESUBSTITITION), FOR AND IN THE ITS NAME, PLACE AND STEAD OF STOCKHOLDERSTEAD, TO REPRESENT, VOTE AND OTHERWISE OR ACT BY WRITTEN CONSENT WITH RESPECT TO THE GRANTED EQUITY SECURITIES (BY VOTING AT WHETHER OR NOT VESTED) OR ANY MEETING OTHER EQUITY SECURITIES OF THE COMPANY’S SHAREHOLDERSCOMPANY OR ANY OF ITS SUBSIDIARIES NOW OR HEREAFTER HELD BY SUCH OTHER SHAREHOLDER (OR ANY TRANSFEREE THEREOF) (INCLUDING THE RIGHT TO SIGN HIS, HOWEVER CALLEDHER OR ITS NAME TO ANY CONSENT, CERTIFICATE OR OTHER DOCUMENT RELATING TO THE COMPANY THAT DELAWARE LAW MAY REQUIRE) IN CONNECTION WITH ANY WRITTEN CONSENT OF AND ALL MATTERS, INCLUDING MATTERS SET FORTH HEREIN AS TO WHICH ANY VOTE OR ACTIONS MAY BE REQUESTED OR REQUIRED WITH EACH SPONSOR HAVING THE COMPANY’S SHAREHOLDERS, WITH RESPECT ABILITY TO ACT IN SUCH CAPACITY WITHOUT THE SHARES REGARDING THE MATTERS REFERRED TO IN SECTION 2 DURING THE SUPPORT PERIOD, TO THE SAME EXTENT AND WITH THE SAME EFFECT AS THE SHAREHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONSOTHER SPONSOR. THE THIS PROXY GRANTED PURSUANT TO THIS SECTION 2 IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE DURING THE SUPPORT PERIOD. DURING THE SUPPORT PERIODIRREVOCABLE, THE SHAREHOLDER AND EACH SUCH OTHER INVESTOR WILL TAKE SUCH FURTHER ACTION AND WILL OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE REASONABLY NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. THE SHAREHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED PROXY AND, EXCEPT WITH RESPECT TO ANY OF OTHER PROXY GIVEN BY THE SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OTHER SHAREHOLDER TO THE COMPANY OR THE SPONSORS, HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SUCH OTHER SHAREHOLDER WITH RESPECT TO SUCH OTHER SHAREHOLDER’S EQUITY SECURITIES OF THE MATTERS REFERRED TO COMPANY OR ANY OF ITS SUBSIDIAIRES. IN SECTION 2 AND THE EVENT THAT THE PROXY GRANTED IN THIS SECTION 35.23 (GRANT OF IRREVOCABLE PROXY) IS INCONSISTENT WITH THE TERMS OF ANY OTHER PROXY GRANTED BY AN OTHER SHAREHOLDER TO THE SPONSORS OR ANY OTHER PERSON, INCLUDING PURSUANT TO ANY EMPLOYEE EQUITY ARRANGEMENT, THEN THE TERMS OF THE PROXY GRANTED IN THIS SECTION 5.23 (GRANT OF IRREVOCABLE PROXY) SHALL GOVERN. IN THE EVENT THAT ANY OR ALL PROVISION OF THIS SECTION 5.23 (GRANT OF IRREVOCABLE PROXY) ARE DETERMINED TO BE UNENFORCEABLE, EACH OTHER SHAREHOLDER WILL ENTER INTO A PROXY THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PRESERVES THE INTENT AND PROVIDES THE SPONSORS SUBSTANTIALLY THE SAME BENEFITS OF THIS SECTION 5.23 (GRANT OF IRREVOCABLE PROXY). FOLLOWING THE CONSUMMATION OF AN IPO, THIS PROXY SHALL NOT APPLY TO EXCLUDED SHAREHOLDERS.

Grant of Irrevocable Proxy. IN (a) NYNENS HEREBY GRANTS TO, AND APPOINTS, SKK, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ AND ANY OTHER DESIGNEE OF SKK, AND EACH OF THEM INDIVIDUALLY, NYNENS’ IRREVOCABLE (SUBJECT TO THE EVENT OF A FAILURE BY THE SHAREHOLDER TO ACT IN ACCORDANCE WITH THE SHAREHOLDER’S OBLIGATIONS AS TO VOTING PURSUANT TO SECTION 2 DURING THE SUPPORT PERIOD, THE SHAREHOLDER HEREBY IRREVOCABLY (DURING THE SUPPORT PERIODIMMEDIATELY FOLLOWING SENTENCE) GRANTS TO AND APPOINTS BUYER AS THE SHAREHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (AS DEFINED BELOW, BUT WITH RESPECT TO THIS SECTION 3(a), FOR AND ONLY IN THE NAME, PLACE AND STEAD OF STOCKHOLDER, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING MANNER SPECIFIED HEREBY) THE COVERED SHARES AT ANY MEETING OF THE COMPANY’S SHAREHOLDERSSTOCKHOLDERS OF THE COMPANY (WHETHER ANNUAL OR SPECIAL AND WHETHER OR NOT AN ADJOURNED OR POSTPONED MEETING), HOWEVER CALLED, OR IN CONNECTION WITH ANY WRITTEN CONSENT OF STOCKHOLDERS OF THE COMPANY’S SHAREHOLDERS, (I) IN FAVOR OF ADOPTION OF THE POTENTIAL TRANSACTION AND APPROVAL OF EACH OF THE TRANSACTIONS CONTEMPLATED THEREBY AND ANY OTHER ACTION REASONABLY REQUESTED BY SKK IN FURTHERANCE THEREOF OR RELATED THERETO, (II) UNLESS WAIVED BY SKK, AGAINST ANY THIRD-PARTY ACQUISITION (AS DEFINED BELOW) AND ANY OTHER ACTION IN FURTHERANCE THEREOF OR RELATED THERETO, AND (III) AS DIRECTED BY SKK WITH RESPECT TO THE SHARES REGARDING ELECTION OF ANY DIRECTORS NOMINATED BY A PERSON OTHER THAN THE MATTERS REFERRED COMPANY. NYNENS INTENDS THIS PROXY TO IN SECTION 2 DURING THE SUPPORT PERIOD, BE IRREVOCABLE PRIOR TO THE SAME EXTENT TERMINATION OF THIS AGREEMENT AND WITH THE SAME EFFECT AS THE SHAREHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 2 IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE DURING THE SUPPORT PERIOD. DURING THE SUPPORT PERIOD, THE SHAREHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. THE SHAREHOLDER PROXY AND HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY PROXY PREVIOUSLY GRANTED WITH RESPECT TO ANY OF THE SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED BY NYNENS WITH RESPECT TO THE MATTERS REFERRED COVERED SHARES (NYNENS REPRESENTING TO IN SECTION 2 AND THIS SECTION SKK THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (b) The proxy granted in this Section 3 shall automatically expire upon the termination of this Agreement. (c) Notwithstanding the foregoing, Nynens shall remain free to Vote his Covered Shares with respect to any matter not covered by this Section 3; provided, however, that prior to Voting his Covered Shares on any such matter, the Parties will use reasonable efforts to mutually agree on the manner in which the Covered Shares will be Voted. For purposes of this Agreement, “Vote” shall mean voting in person or by proxy in favor of or against any action, otherwise consenting or withholding consent in respect of any action (including, without limitation, consenting in accordance with Section 228 of the Delaware General Corporation Law) or taking other action in favor of or against any action. Any such Vote shall be cast, or consent shall be given, for purposes of this Section 3, in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording in accordance herewith the results of such Vote or consent.

Grant of Irrevocable Proxy. IN FROM AND AFTER THE EVENT DATE HEREOF UNTIL THE EXPIRATION TIME, GIP IRREVOCABLY AND UNCONDITIONALLY APPOINTS ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE), EACH OF A FAILURE BY THE SHAREHOLDER TO ACT IN ACCORDANCE WITH THE SHAREHOLDER’S OBLIGATIONS THEM INDIVIDUALLY, AS TO VOTING PURSUANT TO SECTION 2 DURING THE SUPPORT PERIOD, THE SHAREHOLDER HEREBY IRREVOCABLY (DURING THE SUPPORT PERIOD) GRANTS TO AND APPOINTS BUYER AS THE SHAREHOLDERGIP’S PROXY AND ATTORNEY-IN-FACT (FACT, WITH FULL POWER OF SUBSTITUTION), FOR SUBSTITUTION AND IN THE NAME, PLACE AND STEAD OF STOCKHOLDERRESUBSTITUTION, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF THE COMPANY’S SHAREHOLDERS, HOWEVER CALLED, OR IN CONNECTION WITH UNITHOLDERS OF PARENT AT WHICH ANY WRITTEN CONSENT OF THE COMPANY’S SHAREHOLDERSMATTERS DESCRIBED IN SECTION 2.1 ARE TO BE CONSIDERED OR EXECUTE WRITTEN CONSENTS WITH RESPECT TO ANY SUCH MATTERS, WITH RESPECT TO GIP’S COVERED UNITS AS OF THE SHARES REGARDING APPLICABLE RECORD DATE, IN EACH CASE SOLELY TO THE MATTERS REFERRED TO EXTENT AND IN THE MANNER SPECIFIED IN SECTION 2 DURING 2.1. THIS PROXY IS IRREVOCABLE (UNTIL THE SUPPORT PERIOD, EXPIRATION TIME AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE SAME EXTENT PARTNERSHIP CONFLICTS COMMITTEE) AND WITH THE SAME EFFECT AS THE SHAREHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 2 IS COUPLED WITH AN INTEREST INTEREST, AND SHALL BE IRREVOCABLE DURING THE SUPPORT PERIOD. DURING THE SUPPORT PERIOD, THE SHAREHOLDER GIP WILL TAKE SUCH FURTHER ACTION AND WILL OR EXECUTE SUCH OTHER FURTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. THE SHAREHOLDER PROXY AND HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY OTHER PROXY PREVIOUSLY GRANTED BY GIP WITH RESPECT TO ITS COVERED UNITS (AND GIP HEREBY REPRESENTS TO PARENT THAT ANY OF THE SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED WITH RESPECT TO THE MATTERS REFERRED TO IN SECTION 2 AND THIS SECTION 3SUCH OTHER PROXY IS REVOCABLE).

Grant of Irrevocable Proxy. IN THE EVENT OF A FAILURE BY THE SHAREHOLDER STOCKHOLDER TO ACT IN ACCORDANCE WITH THE SHAREHOLDERSTOCKHOLDER’S OBLIGATIONS AS TO VOTING PURSUANT TO SECTION 2 DURING THE SUPPORT PERIOD, THE SHAREHOLDER STOCKHOLDER HEREBY IRREVOCABLY (DURING THE SUPPORT PERIOD) GRANTS TO AND APPOINTS BUYER THE COMPANY AS THE SHAREHOLDERSTOCKHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF STOCKHOLDER, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF THE COMPANYPURCHASER’S SHAREHOLDERSSTOCKHOLDERS, HOWEVER CALLED, OR IN CONNECTION WITH ANY WRITTEN CONSENT OF THE COMPANYPURCHASER’S SHAREHOLDERSSTOCKHOLDERS, WITH RESPECT TO THE SHARES REGARDING THE MATTERS REFERRED TO IN SECTION 2 DURING THE SUPPORT PERIOD, TO THE SAME EXTENT AND WITH THE SAME EFFECT AS THE SHAREHOLDER STOCKHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 2 3 IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE DURING THE SUPPORT PERIOD. DURING THE SUPPORT PERIOD, THE SHAREHOLDER STOCKHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. THE SHAREHOLDER STOCKHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF THE SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED WITH RESPECT TO THE MATTERS REFERRED TO IN SECTION 2 AND THIS SECTION 3.

Grant of Irrevocable Proxy. IN THE EVENT OF A FAILURE BY THE SHAREHOLDER TO ACT IN ACCORDANCE WITH THE SHAREHOLDER’S OBLIGATIONS AS TO VOTING PURSUANT TO SECTION 2 DURING THE SUPPORT PERIOD, THE SHAREHOLDER EACH EMPLOYEE INVESTOR HEREBY IRREVOCABLY (DURING THE SUPPORT PERIOD) GRANTS TO EACH OF THE SILVER LAKE INVESTORS SUCH EMPLOYEE INVESTOR’S PROXY, AND APPOINTS BUYER EACH OF THE SILVER LAKE INVESTORS, OR ANY DESIGNEE OR NOMINEE OF THE SILVER LAKE INVESTORS, AS THE SHAREHOLDERSUCH EMPLOYEE INVESTOR’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTIONSUBSTITUTION AND RESUBSTITITION), FOR AND IN THE HIS, HER OR ITS NAME, PLACE AND STEAD OF STOCKHOLDERSTEAD, TO REPRESENT, VOTE AND OTHERWISE OR ACT (BY VOTING AT WRITTEN CONSENT WITH RESPECT TO ANY MEETING SECURITIES OF THE COMPANY’S SHAREHOLDERSCOMPANY NOW OR HEREAFTER HELD BY SUCH EMPLOYEE INVESTOR (OR ANY PERMITTED TRANSFEREE THEREOF) AND TO EXECUTE AND DELIVER IN HIS, HOWEVER CALLEDHER OR ITS NAME ANY CONSENT, CERTIFICATE OR OTHER DOCUMENT RELATING TO THE COMPANY IN CONNECTION WITH ANY WRITTEN CONSENT OF THE COMPANY’S SHAREHOLDERSAND ALL MATTERS, INCLUDING MATTERS SET FORTH HEREIN AS TO WHICH ANY VOTE OR ACTIONS MAY BE REQUESTED OR REQUIRED (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY DRAG-ALONG SALE PURSUANT TO SECTION 3.5), WITH RESPECT EACH SILVER LAKE INVESTOR HAVING THE ABILITY TO ACT IN SUCH CAPACITY WITHOUT THE SHARES REGARDING THE MATTERS REFERRED TO IN SECTION 2 DURING THE SUPPORT PERIOD, TO THE SAME EXTENT AND WITH THE SAME EFFECT AS THE SHAREHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONSOTHER SILVER LAKE INVESTOR. THE THIS PROXY GRANTED PURSUANT TO THIS SECTION 2 IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE DURING THE SUPPORT PERIOD. DURING THE SUPPORT PERIODIRREVOCABLE, THE SHAREHOLDER AND EACH EMPLOYEE INVESTOR WILL TAKE SUCH FURTHER ACTION AND WILL OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE REASONABLY NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. THE SHAREHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED PROXY AND, EXCEPT WITH RESPECT TO ANY OF OTHER PROXY GIVEN BY SUCH EMPLOYEE INVESTOR TO THE SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED COMPANY OR THE SILVER LAKE INVESTORS, HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SUCH EMPLOYEE INVESTOR WITH RESPECT TO SUCH EMPLOYEE INVESTOR’S SECURITIES OF THE MATTERS REFERRED TO COMPANY. IN SECTION 2 AND THE EVENT THAT ANY OR ALL PROVISION OF THIS SECTION 35.4 ARE DETERMINED TO BE UNENFORCEABLE, EACH EMPLOYEE INVESTOR WILL ENTER INTO A PROXY THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PRESERVES THE INTENT AND PROVIDES THE SILVER LAKE INVESTORS SUBSTANTIALLY THE SAME BENEFITS OF THIS SECTION 5.4. THE PROXY GRANTED IN THIS SECTION 5.4 SHALL TERMINATE AND BE OF NO FURTHER FORCE AND EFFECT UPON THE CONSUMMATION OF AN INITIAL PUBLIC OFFERING.

Grant of Irrevocable Proxy. IN THE EVENT EVENT, BUT ONLY IN THE EVENT, OF A FAILURE BY THE SHAREHOLDER TO ACT IN ACCORDANCE WITH THE SHAREHOLDER’S OBLIGATIONS AS TO VOTING PURSUANT TO SECTION 2 DURING THE SUPPORT PERIOD, THE SHAREHOLDER HEREBY IRREVOCABLY (DURING THE SUPPORT PERIOD) GRANTS TO AND APPOINTS BUYER PURCHASER AS THE SHAREHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF STOCKHOLDERTHE SHAREHOLDER, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF THE COMPANY’S SHAREHOLDERS, HOWEVER CALLED, OR IN CONNECTION WITH ANY WRITTEN CONSENT OF THE COMPANY’S SHAREHOLDERS, WITH RESPECT TO THE COVERED SHARES REGARDING THE MATTERS REFERRED TO IN SECTION 2 DURING THE SUPPORT PERIOD, TO THE SAME EXTENT AND WITH THE SAME EFFECT AS THE SHAREHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 2 3 IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE DURING THE SUPPORT PERIOD. DURING THE SUPPORT PERIOD, THE SHAREHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS REASONABLY MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. THE SHAREHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF THE COVERED SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED WITH RESPECT TO THE MATTERS REFERRED TO IN SECTION 2 AND THIS SECTION 3.