Common use of Grant of Irrevocable Proxy Clause in Contracts

Grant of Irrevocable Proxy. (a) The Stockholder, with respect to all of the shares (the “Shares”) of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”) owned, now or in the future (including, without limitation Common Stock acquired by the exercise of Warrants issued to the Stockholder in connection with the Agreement or the P▇▇▇▇▇ Incentive Agreement), by the Stockholder, the Stockholder hereby grants to J▇▇▇▇▇▇ ▇▇▇▇ (the “Holder”) an irrevocable proxy under Section 212 of the Delaware General Corporation Law to vote the Shares in any manner that the Holder may determine in his s sole and absolute discretion to be in the Holder’s own best interest, all of the Shares with respect to which the Stockholder has voting power at the date hereof at any meeting of stockholders of the Company or action by written consent with respect to any matter or the transactions contemplated thereby. It is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder by the Stockholder pursuant to the Agreement and is coupled with an interest. (b) Because of this interest in the Shares, the Holder shall have no duty, liability and obligation whatsoever to the Stockholder arising out of the exercise by the Holder of the foregoing irrevocable proxy. The Stockholder expressly acknowledges and agrees that (i) the Stockholder will not impede the exercise of the Holder’s rights under the irrevocable proxy and (ii) the Stockholder waives and relinquishes any claim, right or action the Stockholder might have, as a stockholder of the Company or otherwise, against the Holder or any of his affiliates in connection with any exercise of the irrevocable proxy granted hereunder. (c) The Stockholder has the right to notice of or to any and all special and general meetings of stockholders during the term of this Irrevocable Proxy and further severally agrees that if any notice is given by the Company to the Stockholder, such notice will be deemed to have been validly given to the Stockholder for all purposes. (d) The Stockholder may, at his option, terminate this Irrevocable Proxy upon the occurrence of any of the following: (i) J▇▇▇▇▇▇ ▇▇▇▇ is no longer either the Chief Executive Officer or the Chairman of the Board of Directors of the Company (if M▇. ▇▇▇▇ still holds one but not both titles the Stockholder may not terminate this Irrevocable Proxy); (ii) The Company terminates the Consulting Agreement between the Company and renewz sustainable solutions, inc., dated January 19, 2021 (the “Consulting Agreement”) without “Cause”, as defined in the Consulting Agreement.

Grant of Irrevocable Proxy. Each Class A Securityholder (aother than a Securityholder that is subject to ERISA or other comparable governmental regulation prohibiting the granting of a proxy with respect to the Securities (an “ERISA Holder”)) The Stockholderhereby irrevocably appoints the Aurora Entities, and each of them (with full power of substitution), as such Class A Securityholder’s proxy and attorney in fact (each, in such capacity, a “Proxy Holder”) to vote and to give or withhold consent with respect to all shares of the shares Common Stock and Preferred Stock (the “Shares”if any such rights exists) held by such Class A Securityholder from time to time in such manner as such Proxy Holder or Proxy Holders shall determine in their respective sole and absolute discretion, at any meeting (whether annual or special and whether or not an adjourned meeting) of the Company’s Common StockCompany or by written consent or otherwise, par value $0.0001 per share (giving and granting to the “Common Stock”) ownedProxy Holders all powers such Class A Securityholder would possess if personally present and hereby ratifying and confirming all that said Proxy Holders or either shall lawfully do or cause to be done by virtue hereof, now or in provided, however, that the future (includingforegoing proxy shall not apply to, without limitation Common Stock acquired and cannot be used by the exercise Aurora Entities for, any action to be taken or consent to be given by any such Class A Securityholder, in its capacity as such, under the terms of Warrants issued Sections 10 and 12.2 of this Agreement and provided, further, that the Aurora Entities shall be prohibited from using any of such proxies to amend the terms and conditions set forth in Sections 10 and 12.2 hereof. Neither of the Proxy Holders shall have any liability to any Securityholder as a result of any action taken or failure to take action pursuant to the Stockholder foregoing proxy except for any action or failure to take action not taken or omitted in good faith or which involves intentional misconduct or a knowing violation of applicable law. Each such Class A Securityholder represents that any proxies heretofore given by such Class A Securityholder in respect of its Securities are not irrevocable; any such prior proxies are hereby revoked. Each such Class A Securityholder hereby affirms that this irrevocable proxy is given in consideration for the mutual agreements contained in this Agreement and in connection with such Class A Securityholder’s subscription for its Securities and constitutes a material inducement to the Agreement or Company and the P▇▇▇▇▇ Incentive Agreement)Aurora Entities to approve such subscription, by the Stockholder, the Stockholder hereby grants to J▇▇▇▇▇▇ ▇▇▇▇ (the “Holder”) an and that this irrevocable proxy is coupled with an interest and may, under no circumstances, be revoked. The Company hereby acknowledges receipt of and the validity of the foregoing irrevocable proxy, and agrees to recognize the Proxy Holder as the sole attorney and proxy for each such Class A Securityholder at all times prior to the termination date of such irrevocable proxy as hereinafter provided in this Section 7. Each such Class A Securityholder intends that this irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the Delaware General Corporation Law to vote the Shares in any manner extent that the Holder same is or may determine in his s sole and absolute discretion to be in the Holder’s own best interest, all of the Shares with respect to which the Stockholder has voting power at the date hereof at any meeting of stockholders of the Company or action applicable. The proxy granted by written consent this Section 7 shall terminate with respect to any matter share of Common Stock or the transactions contemplated thereby. It Preferred Stock held by any such Class A Securityholder only at such time as such share is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder no longer owned beneficially or of record by the Stockholder pursuant to the Agreement and is coupled with an interest. (b) Because of this interest in the Shares, the Holder shall have no duty, liability and obligation whatsoever to the Stockholder arising out of the exercise by the Holder of the foregoing irrevocable proxy. The Stockholder expressly acknowledges and agrees that (i) the Stockholder will not impede the exercise of the Holder’s rights under the irrevocable proxy and (ii) the Stockholder waives and relinquishes any claim, right or action the Stockholder might have, as a stockholder of the Company or otherwise, against the Holder such Class A Securityholder or any of his affiliates in connection with any exercise of the irrevocable proxy granted hereunderhis, her or its Permitted Transferees. (c) The Stockholder has the right to notice of or to any and all special and general meetings of stockholders during the term of this Irrevocable Proxy and further severally agrees that if any notice is given by the Company to the Stockholder, such notice will be deemed to have been validly given to the Stockholder for all purposes. (d) The Stockholder may, at his option, terminate this Irrevocable Proxy upon the occurrence of any of the following: (i) J▇▇▇▇▇▇ ▇▇▇▇ is no longer either the Chief Executive Officer or the Chairman of the Board of Directors of the Company (if M▇. ▇▇▇▇ still holds one but not both titles the Stockholder may not terminate this Irrevocable Proxy); (ii) The Company terminates the Consulting Agreement between the Company and renewz sustainable solutions, inc., dated January 19, 2021 (the “Consulting Agreement”) without “Cause”, as defined in the Consulting Agreement.

Grant of Irrevocable Proxy. (a) The undersigned stockholder, O▇▇▇▇▇ (tire “Stockholder, ”) with respect to all of the shares (the “Shares”) of the Company’s Common Stockcommon stock, par value $0.0001 0.000001 per share owned by the Stockholder in Pineapple Express, Inc., a Wyoming Corporation, (the “Common StockCompany”) owned, now or in the future (including, without limitation Common Stock acquired by the exercise of Warrants issued to the Stockholder in connection with the Agreement or the P▇▇▇▇▇ Incentive Agreement), by the Stockholderexcept as provided herein, the Stockholder hereby grants to J▇▇▇E▇▇▇ ▇▇▇▇ ▇▇▇▇, Esq., (the “Holder” [“Holder” includes any successor as provided herein”]) an irrevocable proxy under pursuant to Section 212 17-16-722(d) of the Delaware General Wyoming Business Corporation Law Act to vote the Shares in any manner that the Holder may determine in his s sole and absolute absolute, discretion to be in the HolderCompany’s own best interest, all of the Shares with respect to which Which the Stockholder has voting power owns at the date hereof (30,790,000 Shares) at any meeting of stockholders of the Company or action by written consent with respect to any matter or the transactions contemplated thereby. It is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder by the Stockholder pursuant to the Agreement and is coupled with an interest.interest In the event the Holder declines to as an “irrevocable proxy Holder” for the shares or resigns as such, then M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall be designated the successor Holder, effective immediately on the occurrence of any such event. If the successor Holder declines to act as “irrevocable proxy Holder” for the Shares or resigns as such, then the Shares shall be voted in the sole discretion of the majority vote of the Board of Directors of the Company with all of the rights of a Holder of successor Holder of this Irrevocable Proxy, (b) Because of this interest in the Shares, the Holder (and any subsequent Holder) shall have no duty, liability and obligation whatsoever to the Stockholder arising out of the exercise by the Holder of the foregoing irrevocable proxy. The Stockholder expressly acknowledges and agrees that (i) the Stockholder will not impede the exercise of the Holder’s rights under the irrevocable proxy proxy; and (ii) the Stockholder waives and relinquishes relinquishes, any claim, right or action the Stockholder might have, as a stockholder of the Company or otherwise, against the Holder or any of his affiliates in connection with any exercise of the irrevocable proxy granted hereunder. (c) The Stockholder has the right to notice of or to any and all special and general meetings of stockholders during the term of this this. Irrevocable Proxy and further severally agrees that if any notice is given by the Company to the Stockholder, such notice will be deemed to have been validly given to the Stockholder for all purposes. (d) The Stockholder may, at his option, terminate this Irrevocable Proxy upon This irrevocable proxy shall not expire so long as the occurrence of any Shares are owned or while the Shares shall exceed. 9.9% of the following: (i) J▇▇▇▇▇▇ ▇▇▇▇ is no longer either the Chief Executive Officer or the Chairman of the Board of Directors outstanding Shares of the Company (if M▇. ▇▇▇▇ still holds one but not both titles owned by the Stockholder may not terminate this Irrevocable Proxy); (ii) The Company terminates the Consulting Agreement between the Company and renewz sustainable solutions, incundersigned., dated January 19, 2021 (the “Consulting Agreement”) without “Cause”, as defined in the Consulting Agreement.

Grant of Irrevocable Proxy. (a) The During the Voting Period, each Stockholder (each, in such context, a “Grantor”) hereby irrevocably (to the fullest extent permitted by law) appoints the Company and its duly appointed officers, in their capacities as officers of the Company (each, in such context, a “Grantee”), as such Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Stockholder, to vote the Voting Shares, to instruct nominees or record holders to vote the Voting Shares, or grant a consent or approval or dissent or disapproval in respect of such Voting Shares (i) in accordance with Section 3 and (ii) in the discretion of the Grantee with respect to all any proposed adjournments or postponements of any meeting of stockholders of the shares (the “Shares”) Company at which any of the Company’s Common Stock, par value $0.0001 per share matters described in Section 3 are to be considered. (the “Common Stock”b) owned, now or in the future (including, without limitation Common Stock acquired by the exercise of Warrants issued Each Stockholder represents to the Stockholder other Stockholders and to the Grantee that any proxies heretofore given in respect of the Voting Shares that may still be in effect are revocable, and such proxies are hereby revoked. (c) Each Grantor hereby affirms that the irrevocable proxy set forth in this Section 5 is given in connection with the Agreement or execution of the P▇▇▇▇▇ Incentive Combination Agreement), by the Stockholder, the Stockholder hereby grants to J▇▇▇▇▇▇ ▇▇▇▇ (the “Holder”) an and that such irrevocable proxy is given to secure the performance of the duties of each Grantor under this Agreement. Each Grantor hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Grantor hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the Delaware General Corporation Law to vote Law. Notwithstanding this Section 5(c), the Shares in proxy granted by each Grantor shall be revoked upon the Termination Date without any manner that the Holder may determine in his s sole and absolute discretion to be in the Holder’s own best interest, all further action of the Shares with respect to which the Stockholder has voting power at the date hereof at any meeting of stockholders of the Company or action by written consent with respect to any matter Grantor or the transactions contemplated thereby. It is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder by the Stockholder pursuant to the Agreement and is coupled with an interest. (b) Because of this interest in the Shares, the Holder shall have no duty, liability and obligation whatsoever to the Stockholder arising out of the exercise by the Holder of the foregoing irrevocable proxy. The Stockholder expressly acknowledges and agrees that (i) the Stockholder will not impede the exercise of the Holder’s rights under the irrevocable proxy and (ii) the Stockholder waives and relinquishes any claim, right or action the Stockholder might have, as a stockholder of the Company or otherwise, against the Holder or any of his affiliates in connection with any exercise of the irrevocable proxy granted hereunder. (c) The Stockholder has the right to notice of or to any and all special and general meetings of stockholders during the term of this Irrevocable Proxy and further severally agrees that if any notice is given by the Company to the Stockholder, such notice will be deemed to have been validly given to the Stockholder for all purposesGrantee. (d) The Stockholder may, at his option, Grantees may not exercise this irrevocable proxy on any other matter except as provided above. The Company may terminate this Irrevocable Proxy upon the occurrence of proxy held by it or any of its officers with respect to a Grantor at any time at its sole election by written notice provided to the following: (i) J▇▇▇▇▇▇ ▇▇▇▇ is no longer either the Chief Executive Officer or the Chairman of the Board of Directors of the Company (if M▇. ▇▇▇▇ still holds one but not both titles the Stockholder may not terminate this Irrevocable Proxy); (ii) The Company terminates the Consulting Agreement between the Company and renewz sustainable solutions, incGrantor., dated January 19, 2021 (the “Consulting Agreement”) without “Cause”, as defined in the Consulting Agreement.

Grant of Irrevocable Proxy. (a) The Stockholder, with respect to all of the shares (the “Shares”) of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”) owned, now or in the future (including, without limitation Common Stock acquired by the exercise of Warrants issued to the Stockholder in connection with the Agreement or the P▇▇▇▇▇ Incentive Agreement)future, by the Stockholder, the Stockholder hereby grants to J▇▇▇▇▇▇▇ ▇▇▇▇ (the “Holder”) an irrevocable proxy under Section 212 of the Delaware General Corporation Law to vote the Shares in any manner that the Holder may determine in his s sole and absolute discretion to be in the Holder’s own best interest, all interest of the Shares with respect to which the Stockholder has voting power at the date hereof Company, at any meeting of stockholders of the Company or action by written consent with respect to any matter or the transactions contemplated thereby. It is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder by the Stockholder pursuant to the Purchase Agreement and is coupled with an interest. (b) Because of this interest in the Shares, the Holder shall have no duty, liability and obligation whatsoever (except for those duties, liabilities and obligations imposed on the Holder by law) to the Stockholder arising out of the exercise by the Holder of the foregoing irrevocable proxy. The Stockholder expressly acknowledges and agrees that (i) the Stockholder will not impede the exercise of the Holder’s 's rights under the irrevocable proxy and (ii) the Stockholder waives and relinquishes any claim, right or action the Stockholder might have, as a stockholder of the Company or otherwise, against the Holder or any of his affiliates in connection with any exercise of the irrevocable proxy granted hereunder. (c) The Stockholder has the right to notice of or to any and all special and general meetings of stockholders during the term of this Irrevocable Proxy and further severally agrees that if any notice is given by the Company to the Stockholder, such notice will be deemed to have been validly given to the Stockholder for all purposes. (d) The Stockholder may, at his option, terminate this Irrevocable Proxy upon the occurrence of any of the following: (i) J▇▇▇▇▇▇ ▇▇▇▇ is no longer either the Chief Executive Officer or the Chairman of the Board of Directors of the Company (if M▇. ▇▇▇▇ still holds one but not both titles the Stockholder may not terminate this Irrevocable Proxy); (ii) The Company terminates the Consulting Agreement between the Company and renewz sustainable solutions, inc., dated January 19, 2021 (the “Consulting Agreement”) without “Cause”, as defined in the Consulting Agreement.

Grant of Irrevocable Proxy. (a) The Each CMI Stockholder hereby irrevocably appoints Seller’s Representative as such CMI Stockholder’s proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or execute any consent or approval with respect to all such CMI Stockholder’s Owned Shares now owned or hereafter acquired by such CMI Stockholder, in respect of the shares (matters described in Section 2.1(a), until the “Shares”) Expiration Time. This irrevocable proxy is given to secure the performance of the Company’s Common Stock, par value $0.0001 per share duties of the CMI Stockholders under this Agreement. None of the CMI Stockholders shall directly or indirectly grant any person any proxy (the “Common Stock”) owned, now revocable or in the future (including, without limitation Common Stock acquired by the exercise of Warrants issued to the Stockholder in connection with the Agreement or the P▇▇▇▇▇ Incentive Agreementirrevocable), by the Stockholder, the Stockholder hereby grants to J▇▇▇▇▇▇ ▇▇▇▇ (the “Holder”) an irrevocable proxy under Section 212 power of the Delaware General Corporation Law to vote the Shares in any manner that the Holder may determine in his s sole and absolute discretion to be in the Holder’s own best interest, all of the Shares with respect to which the Stockholder has voting power at the date hereof at any meeting of stockholders of the Company attorney or action by written consent other authorization with respect to any matter of its Owned Shares now owned or the transactions contemplated thereby. It hereafter acquired by such CMI Stockholder that is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder by the Stockholder pursuant to the Agreement and is coupled inconsistent with an interestthis Agreement. (b) Because The proxy and power of this interest in the Shares, the Holder shall have no duty, liability and obligation whatsoever to the Stockholder arising out attorney granted hereunder by each of the exercise by the Holder CMI Stockholders shall be irrevocable, in respect of the foregoing irrevocable proxy. The Stockholder expressly acknowledges and agrees that (i) matters described in Section 2.1(a), until the Stockholder will not impede the exercise of the Holder’s rights under the Expiration Time, shall be deemed coupled with an interest sufficient in law to support an irrevocable proxy and (ii) the Stockholder waives and relinquishes any claim, right or action the Stockholder might have, as a stockholder of the Company or otherwise, against the Holder or any of his affiliates in connection with any exercise of the irrevocable proxy granted hereunder. (c) The Stockholder has the right to notice of or to shall revoke any and all special prior proxies granted by such CMI Stockholder that is inconsistent with this Agreement, and general meetings each CMI Stockholder acknowledges that this proxy constitutes an inducement for the Sellers to enter into the Exchange Agreement. The power of stockholders during attorney granted by each of the term CMI Stockholders is a durable power of this Irrevocable Proxy attorney and further severally agrees that if shall survive the bankruptcy, death or incapacity any notice is given by such CMI Stockholder. The proxy and power of attorney granted hereunder shall terminate automatically, in respect of the Company to the Stockholder, such notice will be deemed to have been validly given to the Stockholder for all purposes. (d) The Stockholder maymatters described in Section 2.1(a), at his option, terminate this Irrevocable Proxy upon the occurrence of any of the following: (i) J▇▇▇▇▇▇ ▇▇▇▇ is no longer either the Chief Executive Officer or the Chairman of the Board of Directors of the Company (if M▇. ▇▇▇▇ still holds one but not both titles the Stockholder may not terminate this Irrevocable Proxy); (ii) The Company terminates the Consulting Agreement between the Company and renewz sustainable solutions, incExpiration Time., dated January 19, 2021 (the “Consulting Agreement”) without “Cause”, as defined in the Consulting Agreement.

Grant of Irrevocable Proxy. (a) The StockholderShareholder hereby irrevocably (i) grants to Parent and any designee of Parent, alone or together, the Shareholder’s proxy, and (ii) appoints Parent and any designee of Parent as the Shareholder’s proxy, attorney-in-fact and agent (with respect to all full power of substitution and resubstitution), alone or together, in each case, for and in the name, place and stead of the shares (Shareholder, to vote the “Shares”Securities, or grant a consent or approval in respect of the Securities, in accordance with Section 2(b) above at any meeting of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”) owned, now shareholders or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought in favor of the future (including, without limitation approval of the issuance of shares of Company Common Stock acquired by the exercise of Warrants issued to the Stockholder in connection with the Agreement or the P▇▇▇▇▇ Incentive Agreement), by the Stockholder, the Stockholder hereby grants to J▇▇▇▇▇▇ ▇▇▇▇ (the “Holder”) an irrevocable proxy under Section 212 of the Delaware General Corporation Law to vote the Shares in any manner that the Holder may determine in his s sole and absolute discretion to be in the Holder’s own best interest, all of the Shares with respect to which the Stockholder has voting power at the date hereof at any meeting of stockholders of the Company or action by written consent with respect to any matter or the transactions contemplated thereby. It is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder by the Stockholder Merger pursuant to the Agreement terms of the Merger Agreement. The Shareholder agrees to execute such documents or certificates evidencing such proxy as Parent may reasonably request. The Shareholder acknowledges receipt and is coupled with an interestreview of a copy of the Merger Agreement. (b) Because of this interest The Shareholder represents that any proxies heretofore given in the Shares, the Holder shall have no duty, liability and obligation whatsoever to the Stockholder arising out respect of the exercise by the Holder of the foregoing irrevocable proxy. The Stockholder expressly acknowledges Securities are not irrevocable, and agrees that (i) the Stockholder will not impede the exercise of the Holder’s rights under the irrevocable proxy and (ii) the Stockholder waives and relinquishes any claim, right or action the Stockholder might have, as a stockholder of the Company or otherwise, against the Holder or any of his affiliates in connection with any exercise of the irrevocable proxy granted hereundersuch proxies are hereby revoked. (c) THE SHAREHOLDER HEREBY AFFIRMS THAT THE PROXY SET FORTH IN THIS SECTION 3 IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL SUCH TIME AS THIS AGREEMENT TERMINATES IN ACCORDANCE WITH ITS TERMS. The Stockholder has Shareholder hereby further affirms that the right irrevocable proxy is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to notice secure the performance of the duties of the Shareholder under this Agreement. The Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to any and all special and general meetings of stockholders during be done by virtue hereof. Such irrevocable proxy shall be valid until the term termination of this Irrevocable Proxy and further severally agrees that if any notice is given Agreement in accordance with its terms. The power of attorney granted by the Company to Shareholder is a durable power of attorney and shall survive the Stockholderbankruptcy, such notice will be deemed to have been validly given to the Stockholder for all purposes. (d) The Stockholder maydissolution, at his option, terminate this Irrevocable Proxy upon the occurrence of any death or incapacity of the following: (i) J▇▇▇▇▇▇ ▇▇▇▇ is no longer either the Chief Executive Officer or the Chairman of the Board of Directors of the Company (if M▇. ▇▇▇▇ still holds one but not both titles the Stockholder may not terminate this Irrevocable Proxy); (ii) The Company terminates the Consulting Agreement between the Company and renewz sustainable solutions, incShareholder., dated January 19, 2021 (the “Consulting Agreement”) without “Cause”, as defined in the Consulting Agreement.

Grant of Irrevocable Proxy. (a) The StockholderExcept as set forth in Section 4(f) hereof, Purchaser hereby irrevocably (to the fullest extent permitted by law) grants to, and appoints, the Company and each of its executive officers and any of them, in their capacities as officers of the Company (the “Grantees”), as Purchaser’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Purchaser, to vote the Purchaser Shares, to instruct nominees or record holders to vote the Purchaser Shares, or grant a consent or approval in respect of the Purchaser Shares in accordance with Section 3 hereof and, in the discretion of the Grantees with respect to all any proposed adjournments or postponements of the shares (the “Shares”) of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”) owned, now or in the future (including, without limitation Common Stock acquired by the exercise of Warrants issued to the Stockholder in connection with the Agreement or the P▇▇▇▇▇ Incentive Agreement), by the Stockholder, the Stockholder hereby grants to J▇▇▇▇▇▇ ▇▇▇▇ (the “Holder”) an irrevocable proxy under Section 212 of the Delaware General Corporation Law to vote the Shares in any manner that the Holder may determine in his s sole and absolute discretion to be in the Holder’s own best interest, all of the Shares with respect to which the Stockholder has voting power at the date hereof at any meeting of stockholders at which any of the Company or action by written consent with respect matters described in Section 3 hereof is to any matter or the transactions contemplated thereby. It is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder by the Stockholder pursuant to the Agreement and is coupled with an interestbe considered. (b) Because of this interest Purchaser represents that any proxies heretofore given in the Shares, the Holder shall have no duty, liability and obligation whatsoever to the Stockholder arising out respect of the exercise by the Holder of the foregoing irrevocable proxy. The Stockholder expressly acknowledges Purchaser Shares that may still be in effect are not irrevocable, and agrees that (i) the Stockholder will not impede the exercise of the Holder’s rights under the irrevocable proxy and (ii) the Stockholder waives and relinquishes any claim, right or action the Stockholder might have, as a stockholder of the Company or otherwise, against the Holder or any of his affiliates in connection with any exercise of the irrevocable proxy granted hereundersuch proxies are hereby revoked. (c) The Stockholder has Purchaser hereby affirms that the right to notice of or to any and all special and general meetings of stockholders during the term of irrevocable proxy set forth in this Irrevocable Proxy and further severally agrees that if any notice Section 4 is given by in connection with the execution of the Company to the StockholderStock Purchase Agreement, and that such notice will be deemed to have been validly irrevocable proxy is given to secure the Stockholder for performance of the duties of Purchaser under this Agreement. Purchaser hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Purchaser hereby ratifies and confirms all purposesthat such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the General Corporation Law of the State of Delaware. (d) The Stockholder may, at his option, terminate Grantees may not exercise this Irrevocable Proxy upon irrevocable proxy on any other matter except as provided above. Purchaser may vote the occurrence of any of the following:Purchaser Shares on all other matters. (i) J▇▇▇▇▇▇ ▇▇▇▇ is no longer either the Chief Executive Officer or the Chairman of the Board of Directors of the Company (if M▇. ▇▇▇▇ still holds one but not both titles the Stockholder may not terminate this Irrevocable Proxy); (iie) The Company terminates may terminate this proxy with respect to Purchaser at any time at its sole election by written notice provided to Purchaser. (f) The proxy set forth in this Section 4 shall terminate upon the Consulting termination of this Agreement between the Company and renewz sustainable solutions, incin accordance with Section 7 hereof., dated January 19, 2021 (the “Consulting Agreement”) without “Cause”, as defined in the Consulting Agreement.

Grant of Irrevocable Proxy. (a) The Stockholder, Each Shareholder shall revoke any and all previous proxies granted with respect to all its Owned Shares to effectuate the following provisions of this Section 2.2. As soon as practicable following the shares date of this Agreement (and in event within 30 calendar days following the date of this Agreement), each Shareholder agrees to deliver to Parent a valid proxy, in the form attached hereto as Exhibit A (the “Proxy”), signed by each record holder of such Shareholder’s Owned Shares”) . In the event that any of the CompanyShareholder’s Common StockOwned Shares are then held of record in “street name” and such record holder notifies Shareholder in writing that it is unwilling to deliver a Proxy, par value $0.0001 per share (the “Common Stock”) owned, now or such Shareholder will use its reasonable best efforts to cause such Owned Shares to be registered in the future name of such Shareholder as the record holder thereof and immediately thereafter deliver to Parent a valid Proxy signed by such Shareholder in its capacity as record owner of all of its Owned Shares as soon as practicable after the date of this Agreement (including, without limitation Common Stock acquired by the exercise of Warrants issued and in any event not later that five Business Days prior to the Stockholder record date for the Company Meeting); provided, however, from and after the record date for the Company Meeting, each Shareholder in connection with the Agreement or the P▇▇▇▇▇ Incentive Agreement)whose name such Owned Shares shall have been so registered and in respect of which Owned Shares such Shareholder shall have delivered a Proxy pursuant to this sentence shall be permitted to re-register such shares in “street name”. Except as set forth in this Section 2.2, by the Stockholder, the Stockholder hereby grants to J▇▇▇▇▇▇ ▇▇▇▇ (the “Holder”) an irrevocable proxy under Section 212 of the Delaware General Corporation Law to vote the Shares in any manner that the Holder may determine in his s sole and absolute discretion each Proxy to be in the Holder’s own best interest, all of the Shares with respect delivered pursuant to which the Stockholder has voting power at the date hereof at any meeting of stockholders of the Company or action by written consent with respect to any matter or the transactions contemplated thereby. It is expressly understood and agreed that the foregoing this Section 2.2 shall be irrevocable proxy is hereby granted to the Holder fullest extent permissible by the Stockholder pursuant to the Agreement Law and is coupled with an interest. (b) Because , and granted in order to secure such Shareholder’s performance under this Agreement and also in consideration of Parent and Merger Sub entering into this interest in Agreement and the SharesMerger Agreement. Each Shareholder agrees that the Proxy delivered by it will be valid under applicable Law and the Company’s governing documents to permit the holder thereof to vote the Shareholder’s Owned Shares at the Company Meeting, and that the Holder holder of the Proxy shall have no duty, liability and obligation whatsoever to the Stockholder arising out of the exercise by the Holder of the foregoing irrevocable proxy. The Stockholder expressly acknowledges and agrees that (i) the Stockholder will not impede the exercise of the Holder’s rights under the irrevocable proxy and (ii) the Stockholder waives and relinquishes any claim, right or action the Stockholder might have, as a stockholder of the Company or otherwise, against the Holder or any of his affiliates in connection with any exercise of the irrevocable proxy granted hereunder. (c) The Stockholder has the right to notice of cause to be present, to consent or to vote such Shareholder’s Owned Shares in accordance with the provisions of Section 2.1 pursuant to the Proxy. The Proxy granted by each Shareholder shall be void and of no further effect and revoked (automatically without any action on the part of any Shareholder, Parent, Merger Sub or any other Person) upon the earlier to occur of the Expiration Time and all special and general meetings of stockholders during the term termination of this Irrevocable Proxy and further severally agrees that if any notice is given by the Company Agreement pursuant to the Stockholder, such notice will be deemed to have been validly given to the Stockholder for all purposesSection 4.5 hereof. (d) The Stockholder may, at his option, terminate this Irrevocable Proxy upon the occurrence of any of the following: (i) J▇▇▇▇▇▇ ▇▇▇▇ is no longer either the Chief Executive Officer or the Chairman of the Board of Directors of the Company (if M▇. ▇▇▇▇ still holds one but not both titles the Stockholder may not terminate this Irrevocable Proxy); (ii) The Company terminates the Consulting Agreement between the Company and renewz sustainable solutions, inc., dated January 19, 2021 (the “Consulting Agreement”) without “Cause”, as defined in the Consulting Agreement.

Grant of Irrevocable Proxy. Each Class A Securityholder (aother than GEPT) The Stockholderhereby irrevocably appoints Holdings, and each of them (with full power of substitution), as such Class A Securityholder’s proxy and attorney in fact (each, in such capacity, a “Proxy Holder”) to vote and to give or withhold consent with respect to all shares of the shares Common Stock and Preferred Stock (the “Shares”if any such rights exists) held by such Class A Securityholder from time to time in such manner as such Proxy Holder or Proxy Holders shall determine in their respective sole and absolute discretion, at any meeting (whether annual or special and whether or not an adjourned meeting) of the Company’s Common StockCompany or by written consent or otherwise, par value $0.0001 per share (the “Common Stock”) owned, now or in the future (including, without limitation Common Stock acquired by the exercise of Warrants issued giving and granting to the Stockholder Proxy Holders all powers such Class A Securityholder would possess if personally present and hereby ratifying and confirming all that said Proxy Holders or either shall lawfully do or cause to be done by virtue hereof, provided, however, that the foregoing proxy shall not apply to any action to be taken or consent to be given by any such Class A Securityholder, in its capacity as such, under the terms of Sections 11 and 12.2 of this Agreement and provided, further, that Holdings shall be prohibited from using any of such proxies to amend the terms and conditions set forth in Sections 11 and 12 hereof. Neither of the Proxy Holders shall have any liability to any Securityholder as a result of any action taken or failure to take action pursuant to the foregoing proxy except for any action or failure to take action not taken or omitted in good faith or which involves intentional misconduct or a knowing violation of applicable law. Each such Class A Securityholder represents that any proxies heretofore given by such Class A Securityholder in respect of its Securities are not irrevocable; any such prior proxies are hereby revoked. Each such Class A Securityholder hereby affirms that this irrevocable proxy is given in consideration for the mutual agreements contained in this Agreement and in connection with such Class A Securityholder’s subscription for its Securities and constitutes a material inducement to the Agreement or the P▇▇▇▇▇ Incentive Agreement)Company and Holdings to approve such subscription, by the Stockholder, the Stockholder hereby grants to J▇▇▇▇▇▇ ▇▇▇▇ (the “Holder”) an and that this irrevocable proxy is coupled with an interest and may, under no circumstances, be revoked. The Company hereby acknowledges receipt of and the validity of the foregoing irrevocable proxy, and agrees to recognize the Proxy Holders as the sole attorneys and proxies for each such Class A Securityholder at all times prior to the termination date of such irrevocable proxy as hereinafter provided in this Section 7. Each such Class A Securityholder intends that this irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the Delaware General Corporation Law to vote the Shares in any manner extent that the Holder same is or may determine in his s sole and absolute discretion to be in the Holder’s own best interest, all of the Shares with respect to which the Stockholder has voting power at the date hereof at any meeting of stockholders of the Company or action applicable. The proxy granted by written consent this Section 7 shall terminate with respect to any matter share of Common Stock or the transactions contemplated thereby. It Preferred Stock held by any such Class A Securityholder only at such time as such share is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder no longer owned beneficially or of record by the Stockholder pursuant to the Agreement and is coupled with an interest. (b) Because of this interest in the Shares, the Holder shall have no duty, liability and obligation whatsoever to the Stockholder arising out of the exercise by the Holder of the foregoing irrevocable proxy. The Stockholder expressly acknowledges and agrees that (i) the Stockholder will not impede the exercise of the Holder’s rights under the irrevocable proxy and (ii) the Stockholder waives and relinquishes any claim, right or action the Stockholder might have, as a stockholder of the Company or otherwise, against the Holder such Class A Securityholder or any of his affiliates in connection with any exercise of the irrevocable proxy granted hereunderhis, her or its Permitted Transferees. (c) The Stockholder has the right to notice of or to any and all special and general meetings of stockholders during the term of this Irrevocable Proxy and further severally agrees that if any notice is given by the Company to the Stockholder, such notice will be deemed to have been validly given to the Stockholder for all purposes. (d) The Stockholder may, at his option, terminate this Irrevocable Proxy upon the occurrence of any of the following: (i) J▇▇▇▇▇▇ ▇▇▇▇ is no longer either the Chief Executive Officer or the Chairman of the Board of Directors of the Company (if M▇. ▇▇▇▇ still holds one but not both titles the Stockholder may not terminate this Irrevocable Proxy); (ii) The Company terminates the Consulting Agreement between the Company and renewz sustainable solutions, inc., dated January 19, 2021 (the “Consulting Agreement”) without “Cause”, as defined in the Consulting Agreement.

Grant of Irrevocable Proxy. (a) The Stockholder, with respect to all of the shares (the “Shares”) of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”) owned, now or in the future (including, without limitation Common Stock acquired by the exercise of Warrants issued to the Stockholder in connection with the Agreement or the P▇▇▇▇▇ Incentive Agreement)future, by the Stockholder, the Stockholder hereby grants to J▇▇▇▇▇▇▇ ▇▇▇▇ (the “Holder”) an irrevocable proxy under Section 212 of the Delaware General Corporation Law to vote the Shares in any manner that the Holder may determine in his s sole and absolute discretion to be in the Holder’s 's own best interest, all of the Shares with respect to which the Stockholder has voting power at the date hereof at any meeting of stockholders of the Company or action by written consent with respect to any matter or the transactions contemplated thereby. It is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder by the Stockholder pursuant to the Agreement and is coupled with an interest. (b) Because of this interest in the Shares, the Holder shall have no duty, liability and obligation whatsoever to the Stockholder arising out of the exercise by the Holder of the foregoing irrevocable proxy. The Stockholder expressly acknowledges and agrees that (i) the Stockholder will not impede the exercise of the Holder’s 's rights under the irrevocable proxy and (ii) the Stockholder waives and relinquishes any claim, right or action the Stockholder might have, as a stockholder of the Company or otherwise, against the Holder or any of his affiliates in connection with any exercise of the irrevocable proxy granted hereunder. (c) The Stockholder has the right to notice of or to any and all special and general meetings of stockholders during the term of this Irrevocable Proxy and further severally agrees that if any notice is given by the Company to the Stockholder, such notice will be deemed to have been validly given to the Stockholder for all purposes. (d) The Stockholder may, at his option, terminate this Irrevocable Proxy upon the occurrence of any of the following: (i) J▇▇▇▇▇▇ ▇▇▇▇ is no longer either the Chief Executive Officer or the Chairman of the Board of Directors of the Company (if M▇. ▇▇▇▇ still holds one but not both titles the Stockholder may not terminate this Irrevocable Proxy); (ii) The Company terminates the Consulting Agreement between the Company and renewz sustainable solutions, inc., dated January 19, 2021 (the “Consulting Agreement”) without “Cause”, as defined in the Consulting Agreement.

Grant of Irrevocable Proxy. (a) The StockholderUntil this Agreement is terminated, with respect to all of the shares (the “Shares”) of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”) owned, now or in the future (including, without limitation Common Stock acquired by the exercise of Warrants issued to the Stockholder in connection with the Agreement or the P▇▇▇▇▇ Incentive Agreement), by the Stockholder, the each Stockholder hereby grants to Jirrevocably appoints ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ (the “Holder”) an irrevocable proxy under Section 212 of the Delaware General Corporation Law to vote the Shares in any manner that the Holder may determine in his s sole and absolute discretion to be in the Holder’s own best interest, all of the Shares with respect to which the Stockholder has voting power at the date hereof at any meeting of stockholders of the Company or action by written consent with respect to any matter or the transactions contemplated thereby. It is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder by the Stockholder pursuant to the Agreement and is coupled with an interest. (b) Because of this interest in the Shares, the Holder shall have no duty, liability and obligation whatsoever to the Stockholder arising out of the exercise by the Holder of the foregoing irrevocable proxy. The Stockholder expressly acknowledges and agrees that (i) the Stockholder will not impede the exercise of the Holder’s rights under the irrevocable proxy and (ii) the Stockholder waives and relinquishes any claim, right or action the Stockholder might have, as a stockholder of the Company or otherwise, against the Holder or any of his affiliates in connection with any exercise of the irrevocable proxy granted hereunder. (c) The Stockholder has the right to notice of or to any and all special and general meetings of stockholders during the term of this Irrevocable Proxy and further severally agrees that if any notice is given by the Company to the Stockholder, such notice will be deemed to have been validly given to the Stockholder for all purposes. (d) The Stockholder may, at his option, terminate this Irrevocable Proxy upon the occurrence of any of the following: (i) J▇▇▇▇▇▇ ▇▇▇▇ is no longer either the Chief Executive Officer or the Chairman of the Board of Directors of the Company (if M▇. ▇▇▇▇, and each of them, each with full power of substitution, as proxy for and attorney in fact of such Stockholder to act with respect to and vote all Shares, if any, owned by such Stockholder for and in the name, place and stead of such Stockholder at any annual, special or other meeting of the holders of shares of the ▇▇▇▇ still holds one but Common Stock and at any adjournment or postponement thereof or pursuant to any written consent in lieu of a meeting, to the fullest extent that the Shares are entitled to be voted, in favor of the merger described in the Merger Agreement and the transactions contemplated thereby, including any adjournments of any such meetings. Each Stockholders hereby represents that such Stockholder has not both titles heretofore granted any irrevocable proxy with respect to the Shares held by such Stockholder, and hereby revokes any and all proxies which may heretofore have been granted with respect to such Shares. (b) Each Stockholder understands and acknowledges that ▇▇▇▇ and Dirk, Inc. are entering into the Settlement Agreement and Releases in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1 is given in connection with and as an inducement for the execution by ▇▇▇▇ and ▇▇▇▇, Inc. of the Settlement Agreement and Releases and to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that this irrevocable proxy is coupled with an interest and may not terminate this Irrevocable Proxy); (ii) The Company terminates be revoked. Each Stockholder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. This proxy is executed and intended to be irrevocable in accordance with the Consulting Agreement between provisions of the Company and renewz sustainable solutions, incDelaware General Corporations Law., dated January 19, 2021 (the “Consulting Agreement”) without “Cause”, as defined in the Consulting Agreement.

Grant of Irrevocable Proxy. (a) The undersigned stockholder (the “Stockholder, ”) with respect to all of the shares (the “Shares”) of the Company’s Common Series A Preferred Stock, par value $0.0001 0.001 per share (the “Common Series A Preferred Stock”) owned, now or in the future (including, without limitation Common Stock acquired owned by the exercise of Warrants issued to the Stockholder in connection with Solomon Technologies, Inc., a Delaware corporation, (the Agreement or the P▇▇▇▇▇ Incentive Agreement), by the Stockholder, the Stockholder “Company”) hereby grants to J▇▇▇▇▇▇ ▇▇▇▇ Woodlaken, LLC, a Connecticut limited liability company, (the “Holder”) an irrevocable proxy under Section 212 of the Delaware General Corporation Law to vote the Shares in any manner that the Holder may determine in his s its sole and absolute discretion to be in the Holder’s own best interest, all of the Shares with respect to which the Stockholder has voting power at the date hereof at any meeting of stockholders of the Company or action by written consent with respect to any matter or the transactions contemplated thereby. ; provided, however, that the rights granted by the Stockholder to the Holder contained herein shall not permit the Holder to vote, and the Stockholder reserves the right to vote, the Shares with respect to any proposal to amend, delete or waive any rights of the Stockholder under Section 7, Preemptive Rights, in the Amended and Restated Certificate of Designation of Series and Determination of Rights and Preferences of Series A Preferred Stock of Solomon Technologies, Inc. It is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder by the Stockholder pursuant to the Agreement and is coupled with an interest. (b) Because of this interest in the Shares, the Holder shall have no duty, liability and obligation whatsoever to the Stockholder arising out of the exercise by the Holder of the foregoing irrevocable proxy. The Stockholder expressly acknowledges and agrees that (i) the Stockholder will not impede the exercise of the Holder’s rights under the irrevocable proxy and (ii) the Stockholder waives and relinquishes any claim, right or action the Stockholder might have, as a stockholder of the Company or otherwise, against the Holder or any of his affiliates in connection with any exercise of the irrevocable proxy granted hereunder. (c) The Stockholder has the right to notice of or to any and all special and general meetings of stockholders during the term of this Irrevocable Proxy and further severally agrees that if any notice is given by the Company to the Stockholder, such notice will be deemed to have been validly given to the Stockholder for all purposes. (d) The Stockholder mayThis irrevocable proxy shall expire as to those Shares on the date that such Shares are converted into Common Stock on the Company, at his option, terminate this Irrevocable Proxy upon the occurrence of but shall continue as to any of the following: (i) J▇▇▇▇▇▇ ▇▇▇▇ is no longer either the Chief Executive Officer or the Chairman of the Board of Directors of the Company (if M▇. ▇▇▇▇ still holds one but Shares not both titles the Stockholder may not terminate this Irrevocable Proxy); (ii) The Company terminates the Consulting Agreement between the Company and renewz sustainable solutions, incso converted., dated January 19, 2021 (the “Consulting Agreement”) without “Cause”, as defined in the Consulting Agreement.

Grant of Irrevocable Proxy. The Stockholder hereby irrevocably appoints as its proxy and attorney-in-fact Mavericks, and any other Person designated by Mavericks in writing (a) The collectively, the “Grantees”), each of them individually, with full power of substitution and resubstitution, to the fullest extent of the Stockholder, ’s rights with respect to all the Covered Rockets Shares Beneficially Owned or owned of record by the Stockholder or its affiliates at the time of the shares applicable Stockholder Approval Event, effective as of the date hereof and continuing until the termination of this Agreement (the “SharesVoting Period”) of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”) owned, now or in the future (including, without limitation Common Stock acquired by the exercise of Warrants issued to the Stockholder in connection with the Agreement or the P▇▇▇▇▇ Incentive Agreement), by the Stockholder, the Stockholder hereby grants to J▇▇▇▇▇▇ ▇▇▇▇ (the “Holder”) an irrevocable proxy under Section 212 of the Delaware General Corporation Law to vote the Shares in any manner that the Holder may determine in his s sole and absolute discretion to be in the Holder’s own best interest(or execute written consents, all of the Shares if applicable) with respect to which the Stockholder has voting power at the date hereof at any meeting Covered Rockets Shares Beneficially Owned or owned of stockholders of the Company or action by written consent with respect to any matter or the transactions contemplated thereby. It is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder record by the Stockholder or its affiliates at the time of the applicable Stockholder Approval Event as required pursuant to Section 2.1, in each case, solely in the event of a failure by the Stockholder to act in accordance with Section 2.1. The proxy granted by the Stockholder under this Agreement shall be irrevocable during the Voting Period and is shall be deemed to be coupled with an interest. (b) Because of this interest sufficient in the Shares, the Holder shall have no duty, liability and obligation whatsoever law to the Stockholder arising out of the exercise by the Holder of the foregoing support an irrevocable proxy. The Stockholder expressly acknowledges (a) will take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of such proxy and agrees that this Section 2.2 and (ib) hereby revokes any proxy previously granted by the Stockholder will not impede with respect to any Covered Rockets Shares. The power of attorney granted by the exercise Stockholder under this Section 2.2 is a durable power of attorney and shall survive the bankruptcy or dissolution of the Holder’s rights under the irrevocable proxy and (ii) Stockholder. Other than as provided in this Section 2.2, the Stockholder waives and relinquishes shall not directly or indirectly grant any claimPerson any proxy (revocable or irrevocable), right power of attorney or action other authorization with respect to any of the Stockholder’s Covered Rockets Shares. For Covered Rockets Shares as to which the Stockholder might haveor its affiliates is the Beneficial Owner but not the holder of record, the Stockholder shall use its reasonable best efforts to cause any holder of record of such Covered Rockets Shares to grant to the Grantees a proxy to the same effect as a stockholder of that described in this Section 2.2. Mavericks may terminate this proxy with respect to the Company or otherwise, against the Holder or Stockholder at any of his affiliates in connection with any exercise of the irrevocable proxy granted hereunder. (c) The Stockholder has the right to time at its sole election by written notice of or to any and all special and general meetings of stockholders during the term of this Irrevocable Proxy and further severally agrees that if any notice is given by the Company provided to the Stockholder, such notice will be deemed to have been validly given to the Stockholder for all purposes. (d) The Stockholder may, at his option, terminate this Irrevocable Proxy upon the occurrence of any of the following: (i) J▇▇▇▇▇▇ ▇▇▇▇ is no longer either the Chief Executive Officer or the Chairman of the Board of Directors of the Company (if M▇. ▇▇▇▇ still holds one but not both titles the Stockholder may not terminate this Irrevocable Proxy); (ii) The Company terminates the Consulting Agreement between the Company and renewz sustainable solutions, inc., dated January 19, 2021 (the “Consulting Agreement”) without “Cause”, as defined in the Consulting Agreement.

Grant of Irrevocable Proxy. (a) The undersigned stockholder (the "Stockholder, ") with respect to all of the shares (the “"Shares”") of the Company’s Common Stockcommon stock, par value $0.0001 0.001 per share (the “"Common Stock”") owned, now or in the future (including, without limitation Common Stock acquired owned by the exercise of Warrants issued to the Stockholder in connection with New York Film Works, Inc., a New York corporation, (the Agreement or the P▇▇▇▇▇ Incentive Agreement), by the Stockholder, the Stockholder "Company") hereby grants to J▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “"Holder”") an irrevocable proxy under Section 212 609(f) of the Delaware General New York Business Corporation Law to vote the Shares until the earlier of (i) the Warrant (as such term is defined in the Exchange Agreement) granted to the Holder has been exercised or (ii) the Warrant has expired by its terms, in any manner that the Holder may determine in his s sole and absolute discretion to be in the Holder’s 's own best interest, all of the Shares with respect to which the Stockholder has voting power at the date hereof at any meeting of stockholders of the Company or action by written consent with respect to any matter or the transactions contemplated thereby. It is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder by the Stockholder pursuant to the voting agreement provisions contained in the Exchange Agreement and is coupled with an interest. (b) Because of this interest in the Shares, the Holder shall have no duty, liability and obligation whatsoever to the Stockholder arising out of the exercise by the Holder of the foregoing irrevocable proxy. The Stockholder expressly acknowledges and agrees that (i) the Stockholder will not impede the exercise of the Holder’s 's rights under the irrevocable proxy and (ii) the Stockholder waives and relinquishes any claim, right or action the Stockholder might have, as a stockholder of the Company or otherwise, against the Holder or any of his affiliates in connection with any exercise of the irrevocable proxy granted hereunder. (c) The Stockholder has the right to notice of or to any and all special and general meetings of stockholders during the term of this Irrevocable Proxy and further severally agrees that if any notice is given by the Company to the Stockholder, such notice will be deemed to have been validly given to the Stockholder for all purposes. (d) The Stockholder may, at his option, terminate this Irrevocable Proxy upon the occurrence of any of the following: (i) J▇▇▇▇▇▇ ▇▇▇▇ is no longer either the Chief Executive Officer or the Chairman of the Board of Directors of the Company (if M▇. ▇▇▇▇ still holds one but not both titles the Stockholder may not terminate this Irrevocable Proxy); (ii) The Company terminates the Consulting Agreement between the Company and renewz sustainable solutions, inc., dated January 19, 2021 (the “Consulting Agreement”) without “Cause”, as defined in the Consulting Agreement.

Grant of Irrevocable Proxy. (a) The Stockholder, with a. With respect to all of the shares securities issued by the Company in which Prime Trust acts as custodian for Holder as of the date of this Irrevocable Proxy or any subsequent date (the “Shares”) of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”) owned, now or in the future (including, without limitation Common Stock acquired by the exercise of Warrants issued to the Stockholder in connection with the Agreement or the P▇▇▇▇▇ Incentive Agreement), by the Stockholder, the Stockholder Holder hereby grants to J▇▇▇▇▇▇ ▇▇▇▇ (the “Holder”) Custodian an irrevocable proxy under Section 212 of the Delaware General Corporation Law to vote the Shares in any manner that the Holder Prime Trust may determine in his s its sole and absolute discretion to be in discretion. For the avoidance of doubt, Prime Trust, as the holder (“Custodial Holder”) of the irrevocable proxy (rather than the Holder’s own best interest), all of will vote the Shares with respect to which the Stockholder has voting power at the date hereof at any meeting of stockholders of the Company or action all shareholder meetings and other actions (including actions by written consent in lieu of a meeting) on which holders of Shares may be entitled to vote by order of law. Prime Trust, as the Custodial Holder, hereby agrees to vote (i) with respect to any matter or the transactions contemplated thereby. It is expressly understood and agreed that Crowd SAFE, unconverted, by the foregoing irrevocable proxy is hereby granted decision of all voting Holders who respond to the Custodial Holder’s inquiry for a vote with seven (7) business days, in whichever method Custodial Holder so chooses, and (ii) with respect to Capital Stock of a CF Shadow Series consistently with the majority of the preferred shares on which the CF Shadow Series is based. This proxy revokes any other proxy granted by the Stockholder pursuant Holder at any time with respect to the Agreement and is coupled with an interestShares. (b) Because of this interest in the Shares, the b. The Custodial Holder shall have no additional or implied duty, liability and or obligation whatsoever to the Stockholder Holder arising out of the Custodial Holder’s exercise by the Holder of the foregoing this irrevocable proxy. The Stockholder Holder expressly acknowledges and agrees that (i) the Stockholder Holder will not impede the exercise of the Custodial Holder’s rights under the this irrevocable proxy and (ii) the Stockholder Holder waives and relinquishes any claim, right or action the Stockholder Holder might have, as a stockholder of the Company or otherwise, against the Custodial Holder or any of his its affiliates or agents (including any directors, officers, managers, members, and employees) in connection with any exercise of the irrevocable proxy granted hereunder. (c) The Stockholder has c. This irrevocable proxy shall expire as to those Shares on the right to notice earlier of or to any and all special and general meetings of stockholders during the term of this Irrevocable Proxy and further severally agrees that if any notice is given by the Company to the Stockholder, such notice will be deemed to have been validly given to the Stockholder for all purposes. (d) The Stockholder may, at his option, terminate this Irrevocable Proxy upon the occurrence of any of the following: (i) J▇▇▇▇▇▇ ▇▇▇▇ is no longer either the Chief Executive Officer or the Chairman of the Board of Directors date that such Shares are converted into Common Stock of the Company (if M▇. ▇▇▇▇ still holds one but not both titles the Stockholder may not terminate this Irrevocable Proxy); or (ii) The Company terminates the Consulting Agreement between the Company and renewz sustainable solutionsdate that such Shares are converted to cash or a cash equivalent, incbut shall continue as to any Shares not so converted., dated January 19, 2021 (the “Consulting Agreement”) without “Cause”, as defined in the Consulting Agreement.

Grant of Irrevocable Proxy. (a) The Stockholder, with respect to all of the shares (the “Shares”) of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”) owned, now or in the future (including, without limitation Common Stock acquired by the exercise of Warrants a Warrant issued to the Stockholder in connection with the Agreement or the P▇▇▇▇▇ Incentive Agreement), by the Stockholder, the Stockholder hereby grants to J▇▇▇▇▇▇ ▇▇▇▇ (the “Holder”) an irrevocable proxy under Section 212 of the Delaware General Corporation Law to vote the Shares in any manner that the Holder may determine in his s sole and absolute discretion to be in the Holder’s own best interest, all of the Shares with respect to which the Stockholder has voting power at the date hereof at any meeting of stockholders of the Company or action by written consent with respect to any matter or the transactions contemplated thereby. It is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder by the Stockholder pursuant to the Agreement and is coupled with an interest. (b) Because of this interest in the Shares, the Holder shall have no duty, liability and obligation whatsoever to the Stockholder arising out of the exercise by the Holder of the foregoing irrevocable proxy. The Stockholder expressly acknowledges and agrees that (i) the Stockholder will not impede the exercise of the Holder’s rights under the irrevocable proxy and (ii) the Stockholder waives and relinquishes any claim, right or action the Stockholder might have, as a stockholder of the Company or otherwise, against the Holder or any of his affiliates in connection with any exercise of the irrevocable proxy granted hereunder. (c) The Stockholder has the right to notice of or to any and all special and general meetings of stockholders during the term of this Irrevocable Proxy and further severally agrees that if any notice is given by the Company to the Stockholder, such notice will be deemed to have been validly given to the Stockholder for all purposes. (d) The Stockholder may, at his option, terminate this Irrevocable Proxy upon the occurrence of any of the following: (i) J▇▇▇▇▇▇ ▇▇▇▇ is no longer either the Chief Executive Officer or the Chairman of the Board of Directors of the Company (if M▇. ▇▇▇▇ still holds one but not both titles the Stockholder may not terminate this Irrevocable Proxy); (ii) The Company terminates Upon the Consulting Agreement between sale of all or any portion of the Company Shares on a public market, such as Nasdaq, and renewz sustainable solutionsin compliance with all applicable state and federal securities laws, inc., dated January 19, 2021 (this Irrevocable Proxy shall terminate with respect to all or such portion of the “Consulting Agreement”) without “Cause”Shares, as defined applicable; (iii) With the Company’s prior written approval, not to be unreasonably withheld, upon the sale of all or any portion of the Shares to a third party in any transaction or series of transactions negotiated at arm’s length, in compliance with all applicable state and federal securities laws, this Irrevocable Proxy shall terminate with respect to all or such portion of the Consulting AgreementShares, as applicable.

Grant of Irrevocable Proxy. (a) The Stockholder, with respect to all of the shares (the “Shares”) of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”) owned, now or in the future (including, without limitation Common Stock acquired by the exercise of Warrants issued to the Stockholder in connection with the Agreement or the P▇▇▇▇▇ Incentive Agreement)future, by the Stockholder, the Stockholder hereby grants to J▇▇▇▇▇▇▇ ▇▇▇▇ (the “Holder”) an irrevocable proxy under Section 212 of the Delaware General Corporation Law to vote the Shares in any manner that the Holder may determine in his s sole and absolute discretion to be in the Holder’s own best interest, all of the Shares with respect to which the Stockholder has voting power at the date hereof at any meeting of stockholders of the Company or action by written consent with respect to any matter or the transactions contemplated thereby. It is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder by the Stockholder pursuant to the Agreement and is coupled with an interest. (b) Because of this interest in the Shares, the Holder shall have no duty, liability and obligation whatsoever to the Stockholder arising out of the exercise by the Holder of the foregoing irrevocable proxy. The Stockholder expressly acknowledges and agrees that (i) the Stockholder will not impede the exercise of the Holder’s rights under the irrevocable proxy and (ii) the Stockholder waives and relinquishes any claim, right or action the Stockholder might have, as a stockholder of the Company or otherwise, against the Holder or any of his affiliates in connection with any exercise of the irrevocable proxy granted hereunder. (c) The Stockholder has the right to notice of or to any and all special and general meetings of stockholders during the term of this Irrevocable Proxy and further severally agrees that if any notice is given by the Company to the Stockholder, such notice will be deemed to have been validly given to the Stockholder for all purposes. (d) The Stockholder may, at his option, terminate this Irrevocable Proxy upon the occurrence of any of the following: (i) J▇▇▇▇▇▇ ▇▇▇▇ is no longer either the Chief Executive Officer or the Chairman of the Board of Directors of the Company (if M▇. ▇▇▇▇ still holds one but not both titles the Stockholder may not terminate this Irrevocable Proxy); (ii) The Company terminates the Consulting Agreement between the Company and renewz sustainable solutions, inc., dated January 19, 2021 (the “Consulting Agreement”) without “Cause”, as defined in the Consulting Agreement.

Grant of Irrevocable Proxy. (a) The Each Stockholder hereby irrevocably (to the fullest extent permitted by law) constitutes and appoints Parent and any designee of Parent, and each of them individually, as such Stockholder’s true and lawful attorneys and proxies, with respect to all full power of the shares (the “Shares”) of the Company’s Common Stocksubstitution and resubstitution, par value $0.0001 per share (the “Common Stock”) ownedfor and in its name, now or in the future (includingplace and stead, without limitation Common Stock acquired by the exercise of Warrants issued to the Stockholder in connection with the Agreement or the P▇▇▇▇▇ Incentive Agreement), by the Stockholder, the Stockholder hereby grants to J▇▇▇▇▇▇ ▇▇▇▇ (the “Holder”) an irrevocable proxy under Section 212 of the Delaware General Corporation Law solely to vote and exercise all voting and related rights, including by executing written consents, during the Shares in any manner that the Holder may determine in his s sole and absolute discretion to be in the Holder’s own best interest, all of the Shares with respect to which the Stockholder has voting power at the date hereof at any meeting of stockholders of the Company or action by written consent Voting Period with respect to any matter and all of its Subject Shares on the matters and in the manner specified in Section 2.1, including the right to sign such Stockholder’s name (solely in its capacity as a stockholder) to any consent, certificate or the transactions contemplated thereby. It is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder by the Stockholder pursuant to the Agreement and is coupled with an interestother document. (b) Because Upon a Stockholder’s execution of this interest in the Agreement, any and all prior powers of attorney and proxies given by such Stockholder with respect to any Shares, the Holder shall have no duty, liability and obligation whatsoever to the extent related to the matters set forth in Section 2.1, are hereby revoked, and such Stockholder arising out agrees not to grant any subsequent powers of attorney or proxies with respect to any Subject Shares to the exercise by extent related to such matters until after the Holder of the foregoing irrevocable proxy. The Stockholder expressly acknowledges and agrees that (i) the Stockholder will not impede the exercise of the Holder’s rights under the irrevocable proxy and (ii) the Stockholder waives and relinquishes any claim, right or action the Stockholder might have, as a stockholder of the Company or otherwise, against the Holder or any of his affiliates in connection with any exercise of the irrevocable proxy granted hereunderExpiration Date. (c) The EACH STOCKHOLDER ACKNOWLEDGES THAT THE PROXY AND POWER OF ATTORNEY GRANTED HEREIN ARE IRREVOCABLE (TO THE FULLEST EXTENT PERMITTED BY LAW) AND ARE COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY. Such Stockholder has affirms that it is giving such irrevocable proxy to Parent to secure the right to notice performance of or to any and all special and general meetings the obligations of stockholders during the term of such Stockholder under this Irrevocable Proxy and further severally agrees that if any notice is given by the Company to the Stockholder, such notice will be deemed to have been validly given to the Stockholder for all purposesAgreement. (d) Each Stockholder shall take all further action or execute such other instruments as may be necessary to effectuate the intent of the proxy and power of attorney granted herein. (e) The Stockholder may, at his option, terminate this Irrevocable Proxy upon irrevocable proxy and power of attorney granted herein shall expire on the occurrence Expiration Date but shall survive the death or incapacity of any Stockholder and the obligations of the following:Stockholders under this Agreement shall be binding upon their respective heirs, personal representatives, successors, transferees and assigns. (if) J▇▇▇▇▇▇ ▇▇▇▇ It is no longer either agreed that Parent (and its officers on behalf of Parent) will use the Chief Executive Officer irrevocable proxy that is granted by each Stockholder herein only in accordance with applicable Laws and that, to the extent Parent (and its officers on behalf of Parent) uses such irrevocable proxy, it will only vote (or sign written consents in respect of) the Chairman of Subject Shares subject to such irrevocable proxy with respect to the Board of Directors of matters specified in, and in accordance with the Company (if M▇. ▇▇▇▇ still holds one but not both titles provisions of, Section 2.1, and each such Stockholder shall retain the Stockholder may not terminate this Irrevocable Proxy); (ii) The Company terminates the Consulting Agreement between the Company and renewz sustainable solutions, incright to vote such Shares on all other matters., dated January 19, 2021 (the “Consulting Agreement”) without “Cause”, as defined in the Consulting Agreement.

Grant of Irrevocable Proxy. (a) The Stockholder, with 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”) of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”) owned, now or in the future (including, without limitation Common Stock acquired by the exercise of Warrants issued to the Stockholder in connection with the Agreement or the P▇▇▇▇▇ Incentive Agreement), by the Stockholder, the Stockholder hereby grants to J▇▇▇▇▇▇ ▇▇▇▇ (the “Holder”) Intermediary an irrevocable proxy under Section 212 of the Delaware General Corporation Law to vote the Shares in any manner that the Holder Intermediary may determine in his s its sole and absolute discretion to be in discretion. For the Holder’s own best interestavoidance of doubt, all the Intermediary, as the holder of the irrevocable proxy (rather than the Stockholder) will vote the Shares with respect to which the Stockholder has voting power at the date hereof at any meeting of stockholders of the Company or action all shareholder meetings and other actions (including actions by written consent in lieu of a 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 shares on which the CF Shadow Series is based. This proxy revokes any other proxy granted by the Stockholder at any time with respect to any matter or the transactions contemplated thereby. It is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder by the Stockholder pursuant to the Agreement and is coupled with an interestShares. (b) Because of this interest in the Shares, the Holder The Intermediary shall have no duty, liability and or obligation whatsoever to the Stockholder arising out of the Intermediary’s exercise by the Holder of the foregoing this irrevocable proxy. The Stockholder expressly acknowledges and agrees that that (i) the Stockholder will not impede the exercise of the HolderIntermediary’s rights under the this irrevocable proxy and and (ii) the Stockholder waives and relinquishes any claim, right or action the Stockholder might have, as a stockholder of the Company or otherwise, against the Holder Intermediary or any of his its affiliates or agents (including any directors, officers, managers, members, and employees) in connection with any exercise of the irrevocable proxy granted hereunder. (c) The Stockholder has This irrevocable proxy shall expire as to those Shares on the right to notice earlier of or to any and all special and general meetings of stockholders during the term of this Irrevocable Proxy and further severally agrees that if any notice is given by the Company to the Stockholder, such notice will be deemed to have been validly given to the Stockholder for all purposes. (d) The Stockholder may, at his option, terminate this Irrevocable Proxy upon the occurrence of any of the following: (i) J▇▇▇▇▇▇ ▇▇▇▇ is no longer either the Chief Executive Officer or the Chairman of the Board of Directors date that such Shares are converted into Common Stock of the Company (if M▇. ▇▇▇▇ still holds one but not both titles the Stockholder may not terminate this Irrevocable Proxy); or (ii) The Company terminates the Consulting Agreement between the Company and renewz sustainable solutionsdate that such Shares are converted to cash or a cash equivalent, incbut shall continue as to any Shares not so converted., dated January 19, 2021 (the “Consulting Agreement”) without “Cause”, as defined in the Consulting Agreement.

Grant of Irrevocable Proxy. Each Existing Stockholder hereby irrevocably appoints Oaktree Capital Management LLC, as co-general partner of Power and general partner of Principal (awith full power of substitution), as such Existing Stockholder's proxy and attorney in fact (in such capacity, a "Proxy Holder") The Stockholder, to vote and to give or withhold consent with respect to all shares of the shares Common Stock held by such Existing Stockholder from time to time in such manner as such Proxy Holder shall determine in its sole and absolute discretion, at any meeting (the “Shares”whether annual or special and whether or not an adjourned meeting) of the Company’s Common StockCompany or by written consent or otherwise, par value $0.0001 per share (the “Common Stock”) owned, now or in the future (including, without limitation Common Stock acquired by the exercise of Warrants issued giving and granting to the Proxy Holder all powers such Existing Stockholder would possess if personally present and hereby ratifying and confirming all that said Proxy Holder shall lawfully do or cause to be done by virtue hereof; provided, however, that the foregoing proxy shall only apply to an action to be taken or consent to be given by any such Existing Stockholder, in connection its capacity as such, under the terms of Section 4.4 of this Agreement. The Proxy Holder shall not have any liability to any Stockholder as a result of any action taken or failure to take action pursuant to the foregoing proxy except for any action or failure to take action not taken or omitted in good faith or which involves intentional misconduct or a knowing violation of applicable law. Each Existing Stockholder represents that any proxies heretofore given by such Existing Stockholder are not irrevocable and any such proxies are hereby revoked. Each Existing Stockholder hereby affirms that this irrevocable proxy is given in consideration for the mutual agreements contained in this Agreement, and that this irrevocable proxy is coupled with an interest and may, under no circumstances, be revoked. The Company hereby acknowledges receipt of and the validity of the foregoing irrevocable proxy, and agrees to recognize the Proxy Holder as the sole attorney and proxy for each such Existing Stockholder at all times prior to the termination date of such irrevocable proxy as hereinafter provided in this Section 4.5. Each such Existing Stockholder intends that this irrevocable proxy is executed and intended to be irrevocable in accordance with the Agreement or the P▇▇▇▇▇ Incentive Agreement), by the Stockholder, the Stockholder hereby grants to J▇▇▇▇▇▇ ▇▇▇▇ (the “Holder”) an irrevocable proxy under provisions of Section 212 of the Delaware General Corporation Law to vote Law. The proxy granted by this Section 4 shall terminate upon the Shares in any manner that the Holder may determine in his s sole and absolute discretion to be in the Holder’s own best interest, all of the Shares with respect to which the Stockholder has voting power at the date hereof at any meeting of stockholders of the Company or action by written consent with respect to any matter or the transactions contemplated thereby. It is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder by the Stockholder pursuant to the Agreement and is coupled with an interest. (b) Because termination of this interest in the Shares, the Holder shall have no duty, liability and obligation whatsoever to the Stockholder arising out of the exercise by the Holder of the foregoing irrevocable proxy. The Stockholder expressly acknowledges and agrees that (i) the Stockholder will not impede the exercise of the Holder’s rights under the irrevocable proxy and (ii) the Stockholder waives and relinquishes any claim, right or action the Stockholder might have, as a stockholder of the Company or otherwise, against the Holder or any of his affiliates in connection with any exercise of the irrevocable proxy granted hereunder. (c) The Stockholder has the right to notice of or to any and all special and general meetings of stockholders during the term of this Irrevocable Proxy and further severally agrees that if any notice is given by the Company to the Stockholder, such notice will be deemed to have been validly given to the Stockholder for all purposes. (d) The Stockholder may, at his option, terminate this Irrevocable Proxy upon the occurrence of any of the following: (i) J▇▇▇▇▇▇ ▇▇▇▇ is no longer either the Chief Executive Officer or the Chairman of the Board of Directors of the Company (if M▇. ▇▇▇▇ still holds one but not both titles the Stockholder may not terminate this Irrevocable Proxy); (ii) The Company terminates the Consulting Agreement between the Company and renewz sustainable solutions, inc., dated January 19, 2021 (the “Consulting Agreement”) without “Cause”, as defined in the Consulting Agreement.

Grant of Irrevocable Proxy. (a) The Stockholder, with a. With respect to all of the shares securities issued by the Company in which Prime Trust acts as custodian for the Holder as of the date of this irrevocable proxy or any subsequent date (the “Shares”) of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”) owned, now or in the future (including, without limitation Common Stock acquired by the exercise of Warrants issued to the Stockholder in connection with the Agreement or the P▇▇▇▇▇ Incentive Agreement), by the Stockholder, the Stockholder Holder hereby grants to J▇▇▇▇▇▇ ▇▇▇▇ (the “Holder”) Prime Trust an irrevocable proxy under Section 212 of the Delaware General Corporation Law to vote the Shares in any manner that the Holder Prime Trust may determine in his s its sole and absolute discretion to be in discretion. For the avoidance of doubt, Prime Trust, as the custodial holder (“Custodial Holder”) of the irrevocable proxy (rather than the Holder’s own best interest), all of will vote the Shares with respect to which the Stockholder has voting power at the date hereof at any meeting of stockholders of the Company or action all shareholder meetings and other actions (including actions by written consent in lieu of a meeting) on which holders of Shares may be entitled to vote by order of law. Prime Trust, as the Custodial Holder, hereby agrees to vote with respect to any matter or the transactions contemplated thereby. It is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder by the Stockholder pursuant to the Agreement and is coupled with an interest. (b) Because of this interest in the Shares, if any, consistently with the majority of the Capital Stock on which such Shares are based. This proxy revokes any other proxy granted by the Holder at any time with respect to the Shares. b. The Custodial Holder shall have no additional or implied duty, liability and or obligation whatsoever to the Stockholder Holder arising out of the Custodial Holder’s exercise by the Holder of the foregoing this irrevocable proxy. The Stockholder Holder expressly acknowledges and agrees that (i) the Stockholder Holder will not impede the exercise of the Custodial Holder’s rights under the this irrevocable proxy and (ii) the Stockholder Holder waives and relinquishes any claim, right or action the Stockholder Holder might have, as a stockholder of the Company or otherwise, against the Custodial Holder or any of his its affiliates or agents (including any directors, officers, managers, members, and employees) in connection with any exercise of the irrevocable proxy granted hereunder. (c) The Stockholder has c. This irrevocable proxy shall expire as to those Shares on the right to notice earlier of or to any and all special and general meetings of stockholders during the term of this Irrevocable Proxy and further severally agrees that if any notice is given by the Company to the Stockholder, such notice will be deemed to have been validly given to the Stockholder for all purposes. (d) The Stockholder may, at his option, terminate this Irrevocable Proxy upon the occurrence of any of the following: (i) J▇▇▇▇▇▇ ▇▇▇▇ is no longer either the Chief Executive Officer or the Chairman of the Board of Directors date that such Shares are converted into Common Stock of the Company (if M▇. ▇▇▇▇ still holds one but not both titles the Stockholder may not terminate this Irrevocable Proxy); or (ii) The Company terminates the Consulting Agreement between the Company and renewz sustainable solutionsdate that such Shares are converted to cash or a cash equivalent, incbut shall continue as to any Shares not so converted., dated January 19, 2021 (the “Consulting Agreement”) without “Cause”, as defined in the Consulting Agreement.

Grant of Irrevocable Proxy. (a) The StockholderAffiliate hereby irrevocably (to the fullest extent permitted by law) grants to, and appoints, Grey Wolf and each of its executive officers and any of them, in their capacities as officers of Grey Wolf (the “Grantees”), as Affiliate’s proxy and attorney-in-fact (with full power of substitution and resubstitution), for and in the name, place and stead of Affiliate, to vote the Subject Shares, to instruct nominees or record holders to vote the Subject Shares, or grant a consent or approval or dissent or disapproval in respect of such Subject Shares in accordance with Section 1 hereof and, in the discretion of the Grantees with respect to all any proposed adjournments or postponements of any meeting of stockholders of Basic at which any of the shares matters described in Section 1 hereof is to be considered. (the “Shares”b) Affiliate represents that any proxies heretofore given in respect of the Company’s Common StockSubject Shares that may still be in effect are not irrevocable, par value $0.0001 per share and such proxies are hereby revoked. (c) Affiliate hereby affirms that the “Common Stock”) owned, now or irrevocable proxy set forth in the future (including, without limitation Common Stock acquired by the exercise of Warrants issued to the Stockholder this Section 2 is given in connection with the Agreement or execution of the P▇▇▇▇▇ Incentive Merger Agreement), by the Stockholder, the Stockholder hereby grants to J▇▇▇▇▇▇ ▇▇▇▇ (the “Holder”) an and that such irrevocable proxy is given to secure the performance of the duties of Affiliate under this Agreement. Affiliate hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Affiliate hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the Delaware General Corporation Law to vote Law. Notwithstanding this Section 2(c), the Shares in any manner that the Holder may determine in his s sole and absolute discretion to proxy granted by Affiliate shall be in the Holder’s own best interest, all of the Shares with respect to which the Stockholder has voting power at the date hereof at any meeting of stockholders of the Company or action by written consent with respect to any matter or the transactions contemplated thereby. It is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder by the Stockholder pursuant to the Agreement and is coupled with an interest. (b) Because revoked upon termination of this interest Agreement in the Shares, the Holder shall have no duty, liability and obligation whatsoever to the Stockholder arising out of the exercise by the Holder of the foregoing irrevocable proxy. The Stockholder expressly acknowledges and agrees that (i) the Stockholder will not impede the exercise of the Holder’s rights under the irrevocable proxy and (ii) the Stockholder waives and relinquishes any claim, right or action the Stockholder might have, as a stockholder of the Company or otherwise, against the Holder or any of his affiliates in connection accordance with any exercise of the irrevocable proxy granted hereunder. (c) The Stockholder has the right to notice of or to any and all special and general meetings of stockholders during the term of this Irrevocable Proxy and further severally agrees that if any notice is given by the Company to the Stockholder, such notice will be deemed to have been validly given to the Stockholder for all purposesits terms. (d) The Stockholder may, Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Affiliate shall retain at his option, all times the right to vote the Subject Shares in Affiliate’s sole discretion and without any other limitation on all matters other than those set forth in Section 1 that are at any time or from time to time presented for consideration to Basic’s stockholders generally. (e) Grey Wolf may terminate this Irrevocable Proxy upon the occurrence of proxy with respect to Affiliate at any of the following: (i) J▇▇▇▇▇▇ ▇▇▇▇ is no longer either the Chief Executive Officer or the Chairman of the Board of Directors of the Company (if M▇. ▇▇▇▇ still holds one but not both titles the Stockholder may not terminate this Irrevocable Proxy); (ii) The Company terminates the Consulting Agreement between the Company and renewz sustainable solutions, inctime at its sole election by written notice provided to Affiliate., dated January 19, 2021 (the “Consulting Agreement”) without “Cause”, as defined in the Consulting Agreement.