Common use of Irrevocable Proxies Clause in Contracts

Irrevocable Proxies. (a) Each Large Holder hereby constitutes and appoints VB, with full power of substitution, as the proxies of the Large Holder with respect to the matters set forth herein, including without limitation, votes regarding any Proposed Transaction for which a Drag-Along Notice has been sent pursuant to Section 2 of this Agreement and which does not fail any of the Section 2.2 elements, and hereby authorizes each of them to represent and to vote, if and only if the Large Holder attempts to vote (whether by proxy, in person or by written consent), or to fail to vote, in a manner which is inconsistent with the terms of this Agreement, all of such Large Holder’s Corporation shares as was contemplated by this Agreement. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Corporation and VB in connection with the transactions contemplated by this Agreement and the Series A Preferred Stock Purchase Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates pursuant to Section 6.1 hereof. Each Large Holder hereby revokes any and all previous proxies with respect to such Large Holder’s Corporation shares and shall not hereafter, unless and until this Agreement terminates pursuant to Section 6.1 hereof, purport to grant any other proxy or power of attorney with respect to any of such Large Holder’s Corporation shares, deposit any of such Large Holder’s Corporation shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of its Corporation shares, in each case, with respect to any of the matters set forth herein. (b) VB hereby constitutes and appoints the Chief Executive Officer of the Corporation (ex officio), with full power of substitution, as the proxy of VB with respect to the matters set forth in Section 3, and hereby authorizes him to represent and to vote, if and only if VB attempts to vote (whether by proxy, in person or by written consent), or to fail to vote, in a manner which is inconsistent with the terms of this Agreement, all or any of VB’s Corporation shares as was contemplated by this Agreement. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Corporation and the Large Holders in connection with the transactions contemplated by this Agreement and the Series A Preferred Stock Purchase Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates pursuant to Section 6.1 hereof. VB hereby revokes any and all previous proxies with respect to its Corporation shares and shall not hereafter, unless and until this Agreement terminates pursuant to Section 6.1 hereof, purport to grant any other proxy or power of attorney with respect to any of its Corporation shares, deposit any of its Corporation shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of its Corporation shares, in each case, with respect to any of the matters set forth herein.

Irrevocable Proxies. (a) Each Large Holder party to this Agreement hereby constitutes and appoints VBas the proxies of the party and hereby grants a power of attorney to the Generally Elected Directors, and each of them, with full power of substitution, as the proxies of the Large Holder with respect to the matters set forth hereinfollowing items: (i) election of persons as members of the Board in accordance with Section 1.2 hereto, including without limitation(ii) votes to increase authorized shares pursuant to Section 1.7 hereto, and (iii) votes regarding any Proposed Transaction for which a Drag-Along Notice has been sent Sale of the Company pursuant to Section 2 of this Agreement and which does not fail any of the Section 2.2 elementshereof, and hereby authorizes each of them to represent and to vote, if and only if the Large Holder party fails to vote, or attempts to vote (whether by proxy, in person or by written consent), or to fail to vote, in a manner which is inconsistent with the terms of this Agreement, all of such Large Holderparty’s Corporation Shares in favor of (x) the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares as was contemplated by or (y) approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Sections 1 and 2, respectively, of this Agreement or to take any action necessary to effect Sections 1 and 2, respectively, of this Agreement. The Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Corporation Company and VB the parties in connection with the transactions contemplated by this Agreement and the Series A Preferred Stock Purchase Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 6.1 7 hereof. Each Large Holder party hereto hereby revokes any and all previous proxies or powers of attorney with respect to such Large Holder’s Corporation shares the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 6.1 7 hereof, purport to grant any other proxy or power of attorney with respect to any of such Large Holder’s Corporation sharesthe Shares, deposit any of such Large Holder’s Corporation shares the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of its Corporation sharesthe Shares, in each case, with respect to any of the matters set forth herein. (b) VB In addition to the other rights and obligations set forth in this Agreement, including Section 3.2(a), each Stockholder, other than holders of Series B Preferred Stock, Series B PIK Dividend Shares and Series C Preferred Stock, desires to create and grant to ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the “Proxy Holder”) a proxy coupled with an interest which shall be irrevocable pursuant to Section 212 of the Delaware General Corporation Law. Each Stockholder, other than holders of Series B Preferred Stock, Series B PIK Dividend Shares and Series C Preferred Stock (each, for purposes of this Section 3.2(b), a “Grantor”), hereby irrevocably constitutes and appoints the Chief Executive Officer of Proxy Holder as such Grantor’s exclusive attorney-in-fact and proxy (the Corporation (ex officio)“Proxy”) to vote, with full power of substitution, as the proxy of VB or to execute and deliver written consents or otherwise act on such Grantor’s behalf with respect to all Shares owned by such Grantor, or over which such Grantor has voting control (the matters set forth “Proxy Shares”), as if Grantor had personally attended such a meeting and had personally voted the Proxy Shares in Section 3such vote or had personally signed such written consent or written consents. Grantor shall not vote the Proxy Shares without Proxy Holder’s written consent. The Proxy Holder is hereby authorized to attend, and hereby authorizes him to represent vote the Proxy Shares in any vote at, any and all meetings of the stockholders of the Company, and any adjournments thereof, and to vote, if execute any and only if VB attempts all written consents of stockholders of the Company to vote (whether by proxy, in person be executed on or by written consent), or to fail to vote, in a manner which is inconsistent with the terms of after this Agreement, all or date for any of VB’s Corporation shares as was contemplated by purpose. Each Grantor hereby affirms that this Agreement. The proxy granted pursuant to the immediately preceding sentence Proxy is given in consideration as a condition of the agreements set forth herein, and covenants of the Corporation was granted in return for valuable consideration, and the Large Holders in connection with the transactions contemplated by this Agreement and the Series A Preferred Stock Purchase Agreement and, as such, such is coupled with an interest and is irrevocable. Grantor shall not revoke or attempt to revoke the Proxy at any time prior to the termination of this Agreement, whether in writing or otherwise. Attendance by Grantor at any meeting of the stockholders of the Company at which there will be irrevocable unless and until this Agreement terminates pursuant a vote shall not constitute revocation of the Proxy. Grantor shall cooperate with the Proxy Holder to Section 6.1 hereof. VB hereby revokes any and all previous proxies enable the Proxy Holder to vote the Proxy Shares or give written consents with respect to its Corporation shares thereto and shall not hereafterexecute all such documentation and take all such action as such Proxy Holder may reasonably request, unless and until this Agreement terminates pursuant in order to Section 6.1 hereof, purport to grant any other proxy or power carry out the intention of attorney with respect to any of its Corporation shares, deposit any of its Corporation shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of its Corporation shares, in each case, with respect to any of the matters set forth herein.

Irrevocable Proxies. (a) Each Large Holder In order to secure the performance of each Stockholder’s obligations under this Agreement, by entering into this Agreement and solely with respect to the matters described in Section 1.01, such Stockholder hereby constitutes irrevocably grants a proxy appointing such Persons as Triarc designates as such Stockholder’s attorney-in-fact and appoints VBproxy, with full power of substitution, as for and in its, his or her name, place and ▇▇▇▇▇, to vote, express consent or dissent, or otherwise to utilize such voting power in the proxies of the Large Holder manner contemplated by and in accordance with Section 1.01, in such Person’s discretion, with respect to such Stockholder’s Subject Shares, in each case, until the matters set forth herein, including without limitation, votes regarding any Proposed Transaction for which a Drag-Along Notice has been sent pursuant to Section 2 termination of this Agreement and which does not fail in accordance with Section 4.03. Each Stockholder hereby represents that any proxies heretofore given in respect of the Section 2.2 elementsSubject Shares are not irrevocable, and that any such proxies are hereby authorizes each of them to represent revoked. Each Stockholder severally (and to vote, if and only if not jointly) hereby affirms that the Large Holder attempts to vote (whether by proxy, irrevocable proxy set forth in person or by written consent), or to fail to vote, in a manner which is inconsistent with the terms of this Agreement, all of such Large Holder’s Corporation shares as was contemplated by this Agreement. The proxy granted pursuant to the immediately preceding sentence Section 1.02 is given in consideration of the agreements and covenants of the Corporation and VB in connection with the transactions contemplated by this execution of the Merger Agreement and the Series A Preferred Stock Purchase Agreement and, as such, affirms that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked, except that such irrevocable proxy shall be irrevocable unless and until revoked automatically, without any notice or other action by any Person, upon the termination of this Agreement terminates pursuant in accordance with Section 4.03. Each Stockholder severally (and not jointly) hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to Section 6.1 be done by virtue hereof. THE PROXY AND POWER OF ATTORNEY SET FORTH IN THIS SECTION 1.02 IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Large Holder hereby revokes any Stockholder shall execute and all previous proxies with respect deliver to such Large Holder’s Corporation shares and shall not hereafter, unless and until this Agreement terminates pursuant to Section 6.1 hereof, purport to grant any other proxy or power of attorney with respect to any of such Large Holder’s Corporation shares, deposit any of such Large Holder’s Corporation shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant Triarc any proxy cards that such Stockholder receives to vote in favor of the adoption of the Merger Agreement, the Merger or give instructions with respect to the voting of any of its Corporation shares, in each case, with respect to any of the matters set forth herein. (b) VB hereby constitutes and appoints the Chief Executive Officer of the Corporation (ex officio), with full power of substitution, as the proxy of VB with respect to the matters set forth in Section 3, and hereby authorizes him to represent and to vote, if and only if VB attempts to vote (whether by proxy, in person or by written consent), or to fail to vote, in a manner which is inconsistent with the terms of this Agreement, all or any of VB’s Corporation shares as was contemplated by this Agreement. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Corporation and the Large Holders in connection with the transactions contemplated by this Agreement and the Series A Preferred Stock Purchase Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates pursuant to Section 6.1 hereof. VB hereby revokes any and all previous proxies with respect to its Corporation shares and shall not hereafter, unless and until this Agreement terminates pursuant to Section 6.1 hereof, purport to grant any other proxy or power of attorney with respect to any of its Corporation shares, deposit any of its Corporation shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of its Corporation shares, in each case, with respect to any of the matters set forth hereinthereby.

Irrevocable Proxies. In order to secure the performance of each Stockholder’s obligations under this Agreement, by entering into this Agreement and solely with respect to the matters described in Section 1.01, each Stockholder hereby irrevocably grants (aand with respect to each Contingent Stockholder, each such Contingent Stockholder commits to irrevocably grant, upon the expiration of the Existing Voting Agreement) Each Large Holder hereby constitutes a proxy appointing ▇▇. ▇▇▇▇▇▇ ▇. Gluckstern (“SMG”) as such Stockholder’s attorney-in-fact and appoints VBproxy, with full power of substitution, as for and in its, his or her name, place and ▇▇▇▇▇, to vote, express consent or dissent, or otherwise to utilize such voting power in the proxies of the Large Holder manner contemplated by and in accordance with Section 1.01, in SMG’s discretion, with respect to such Stockholder’s Subject Shares, in each case, until the matters set forth herein, including without limitation, votes regarding any Proposed Transaction for which a Drag-Along Notice has been sent pursuant to Section 2 termination of this Agreement and which does not fail in accordance with Section 4.03. Each Stockholder hereby represents that any proxies heretofore given in respect of the Section 2.2 elements, and hereby authorizes each of them to represent and to vote, if and only if the Large Holder attempts to vote Subject Shares (whether by proxy, in person or by written consent), or to fail to vote, in a manner which is inconsistent with the terms of this Agreement, all of such Large Holder’s Corporation shares as was contemplated by this Agreement. The proxy granted other than proxies pursuant to the immediately preceding sentence Existing Voting Agreement) are not irrevocable, and that any such proxies are hereby revoked. Each Stockholder severally (and not jointly) hereby affirms that the irrevocable proxy set forth in this Section 1.02 is given in consideration of the agreements (and covenants of the Corporation and VB with respect to each Contingent Stockholder, is committed to be given) in connection with the transactions contemplated by this execution of the Purchase Agreement and the Series A Preferred Stock Purchase Agreement and, as such, affirms that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked, except that such irrevocable proxy shall be irrevocable unless and until revoked automatically, without any notice or other action by any Person, upon the termination of this Agreement terminates pursuant in accordance with Section 4.03. Each Stockholder severally (and not jointly) hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to Section 6.1 be done by virtue hereof. THE PROXY AND POWER OF ATTORNEY SET FORTH IN THIS SECTION 1.02 IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Large Holder hereby revokes any Stockholder (and all previous proxies with respect to such Large Holder’s Corporation shares and shall not hereafter, unless and until this Agreement terminates pursuant to Section 6.1 hereof, purport to grant any other proxy or power of attorney with respect to any of such Large Holder’s Corporation shares, deposit any of such Large Holder’s Corporation shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting each Contingent Stockholder, upon the expiration of the Existing Voting Agreement) shall execute and deliver to SMG any proxy cards that such Stockholder receives to vote in favor of its Corporation sharesthe approval of the Purchase Agreement, in each case, with respect to the Transaction or any of the matters set forth herein. (b) VB hereby constitutes and appoints the Chief Executive Officer of the Corporation (ex officio), with full power of substitution, as the proxy of VB with respect to the matters set forth in Section 3, and hereby authorizes him to represent and to vote, if and only if VB attempts to vote (whether by proxy, in person or by written consent), or to fail to vote, in a manner which is inconsistent with the terms of this Agreement, all or any of VB’s Corporation shares as was contemplated by this Agreement. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Corporation and the Large Holders in connection with the transactions contemplated by this Agreement and the Series A Preferred Stock Purchase Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates pursuant to Section 6.1 hereof. VB hereby revokes any and all previous proxies with respect to its Corporation shares and shall not hereafter, unless and until this Agreement terminates pursuant to Section 6.1 hereof, purport to grant any other proxy or power of attorney with respect to any of its Corporation shares, deposit any of its Corporation shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of its Corporation shares, in each case, with respect to any of the matters set forth hereinthereby.

Irrevocable Proxies. (a) Each Large Holder In order to secure the performance of each Shareholder’s obligations under this Agreement, by entering into this Agreement and solely with respect to the matters described in Section 4.01, such Shareholder hereby constitutes irrevocably grants a proxy appointing such Persons as Parent designates as such Shareholder’s attorney-in-fact and appoints VBproxy, with full power of substitution, as for and in its, his or her name, place and ▇▇▇▇▇, to vote, express consent or dissent, or otherwise to utilize such voting power in the proxies of the Large Holder manner contemplated by and in accordance with Section 4.01, in such Person’s discretion, with respect to such Shareholder’s Subject Shares, in each case, until the matters set forth herein, including without limitation, votes regarding any Proposed Transaction for which a Drag-Along Notice has been sent pursuant to Section 2 termination of this Agreement and which does not fail any of the in accordance with Section 2.2 elements, and hereby authorizes each of them to represent and to vote, if and only if the Large Holder attempts to vote (whether by proxy, in person or by written consent), or to fail to vote, in a manner which is inconsistent with the terms of this Agreement, all of such Large Holder’s Corporation shares as was contemplated by this Agreement5.03. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Corporation and VB in connection with the transactions contemplated by this Agreement and the Series A Preferred Stock Purchase Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates pursuant to Section 6.1 hereof. Each Large Holder Such Shareholder hereby revokes any and all previous proxies granted with respect to such Large Holder’s Corporation shares its, his or her Subject Shares. Each Shareholder severally (and shall not hereafter, unless and until this Agreement terminates pursuant to Section 6.1 hereof, purport to grant any other jointly) hereby affirms that the irrevocable proxy or power of attorney with respect to any of such Large Holder’s Corporation shares, deposit any of such Large Holder’s Corporation shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of its Corporation shares, in each case, with respect to any of the matters set forth herein. (b) VB hereby constitutes and appoints the Chief Executive Officer of the Corporation (ex officio), with full power of substitution, as the proxy of VB with respect to the matters set forth in this Section 3, and hereby authorizes him to represent and to vote, if and only if VB attempts to vote (whether by proxy, in person or by written consent), or to fail to vote, in a manner which is inconsistent with the terms of this Agreement, all or any of VB’s Corporation shares as was contemplated by this Agreement. The proxy granted pursuant to the immediately preceding sentence 4.02 is given in consideration of the agreements and covenants of the Corporation and the Large Holders in connection with the transactions contemplated by this execution of the Merger Agreement and the Series A Preferred Stock Purchase Agreement and, as such, affirms that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked, except that such irrevocable proxy shall be irrevocable unless and until revoked automatically, without any notice or other action by any Person, upon the termination of this Agreement terminates pursuant in accordance with Section 5.03. Each Shareholder severally (and not jointly) hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to Section 6.1 be done by virtue hereof. VB hereby revokes any THE PROXY AND POWER OF ATTORNEY SET FORTH IN THIS SECTION 4.02 IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Shareholder shall execute and all previous proxies with respect deliver to its Corporation shares and shall not hereafter, unless and until this Agreement terminates pursuant to Section 6.1 hereof, purport to grant any other proxy or power of attorney with respect to any of its Corporation shares, deposit any of its Corporation shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant Parent any proxy or give instructions with respect cards that such Shareholder receives to the voting of any of its Corporation shares, vote in each case, with respect to any favor of the matters set forth hereinadoption of the Merger Agreement and the transactions contemplated thereby.

Irrevocable Proxies. (a) Each Large Holder By execution of this Agreement, each Shareholder (other than Fifth Avenue Capital Partners) hereby revokes any and all prior proxies and hereby irrevocably appoints and constitutes and appoints VB▇▇. ▇▇▇▇▇▇, with full power of substitution, to act as proxy (i) to vote the proxies Restricted Shares of the Large Holder with respect to the matters such Shareholder set forth hereinon Exhibit A on all matters presented at any meeting of shareholders (including any adjournments or postponements thereof) and/or (ii) to execute and deliver any shareholder consent in lieu thereof, including without limitation, votes regarding any Proposed Transaction for which a Drag-Along Notice has been sent pursuant to Section 2 of this Agreement and which does not fail any of the Section 2.2 elementsas ▇▇. ▇▇▇▇▇▇ may determine in his sole discretion, and ▇▇. ▇▇▇▇▇▇ hereby authorizes each of them to represent and to vote, if and only if the Large Holder attempts to vote (whether by proxy, in person or by written consent), or to fail to vote, in a manner which is inconsistent with the terms of this Agreement, all of accepts such Large Holder’s Corporation shares as was contemplated by this Agreementappointment. The Each proxy granted pursuant to this Section 1.1(a) shall be effective for all purposes from the immediately preceding sentence is given in consideration Effective Date until the consummation of the agreements and covenants an initial public offering of the Corporation and VB in connection shares of Common Stock pursuant to a registration statement filed with the transactions contemplated by this Agreement Securities and Exchange Commission under the Series A Preferred Stock Purchase Agreement andSecurities Act of 1933, as suchamended, is on Form S-1, Form SB-2 or the equivalent thereof, subject to earlier termination pursuant to Article II hereof. Each proxy authority contained in this Section 1.1(a) shall be deemed to be coupled with an interest and shall be irrevocable unless and until this Agreement terminates irrevocable. Each proxy granted pursuant to this Section 6.1 hereof. Each Large Holder 1.1(a) shall survive each Shareholder's death or incapacity and, during the term thereof, may not be revoked by any guardian or other personal representative of such Shareholder for any reason whatsoever. (b) By execution of this Agreement, Fifth Avenue Capital Partners hereby revokes any and all previous prior proxies with respect to such Large Holder’s Corporation shares and shall not hereafter, unless hereby irrevocably appoints and until this Agreement terminates pursuant to Section 6.1 hereof, purport to grant any other proxy or power of attorney with respect to any of such Large Holder’s Corporation shares, deposit any of such Large Holder’s Corporation shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of its Corporation shares, in each case, with respect to any of the matters set forth herein. (b) VB hereby constitutes and appoints the Chief Executive Officer of the Corporation (ex officio)▇▇. ▇▇▇▇▇▇, with full power of substitution, to act as proxy (i) to vote the proxy Restricted Shares of VB with respect to the matters such Shareholder set forth on Exhibit A on all matters presented at any meeting of shareholders (including any adjournments or postponements thereof) and/or (ii) to execute and deliver any shareholder consent in Section 3lieu thereof, as ▇▇. ▇▇▇▇▇▇ may determine in his sole discretion, and ▇▇. ▇▇▇▇▇▇ hereby authorizes him to represent and to vote, if and only if VB attempts to vote (whether by proxy, in person or by written consent), or to fail to vote, in a manner which is inconsistent with the terms of this Agreement, all or any of VB’s Corporation shares as was contemplated by this Agreementaccepts such appointment. The proxy granted pursuant to this Section 1.1(b) shall be effective for all purposes from the immediately preceding sentence is given Effective Date until terminated pursuant to Article II hereof. The proxy authority contained in consideration of the agreements and covenants of the Corporation and the Large Holders in connection with the transactions contemplated by this Agreement and the Series A Preferred Stock Purchase Agreement and, as such, is Section 1.1(b) shall be deemed to be coupled with an interest and shall be irrevocable unless and until this Agreement terminates irrevocable. The proxy granted pursuant to this Section 6.1 hereof. VB hereby revokes 1.1(b) shall survive may not be revoked for any and all previous proxies with respect to its Corporation shares and shall not hereafter, unless and until this Agreement terminates pursuant to Section 6.1 hereof, purport to grant any other proxy or power of attorney with respect to any of its Corporation shares, deposit any of its Corporation shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of its Corporation shares, in each case, with respect to any of the matters set forth hereinreason whatsoever.

Irrevocable Proxies. Such Stockholder hereby revokes any and all proxies, powers of attorney and instructions that such Stockholder has heretofore granted and hereby irrevocably appoints ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, in their respective capacities as directors or officers of Parent, and any individual who shall succeed to any such position, and any other Person designated in writing by Parent, and each of them individually, as such Stockholder’s proxy and attorney-in fact (a) Each Large Holder hereby constitutes and appoints VB, with full power of substitution, as the proxies of the Large Holder with respect to the matters set forth herein, including without limitation, votes regarding any Proposed Transaction for which a Drag-Along Notice has been sent pursuant to Section 2 of this Agreement and which does not fail any of the Section 2.2 elements, and hereby authorizes each of them to represent and to vote, if and only if the Large Holder attempts to vote (whether by proxy, in person or by written consent), or to fail to votefor and in the name, in a manner which is inconsistent with the terms of this Agreement, all place and stead of such Large Holder’s Corporation shares as was contemplated by this Agreement. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Corporation and VB in connection with the transactions contemplated by this Agreement and the Series A Preferred Stock Purchase Agreement andStockholder, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates pursuant to Section 6.1 hereof. Each Large Holder hereby revokes to: (i) attend any and all previous proxies with respect to such Large Holder’s Corporation shares and shall not hereafter, unless and until this Agreement terminates pursuant to Section 6.1 hereof, purport to grant any other proxy or power of attorney with respect to any of such Large Holder’s Corporation shares, deposit any of such Large Holder’s Corporation shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of its Corporation shares, in each case, with respect to any stockholder meetings of the matters set forth herein. (b) VB hereby constitutes and appoints the Chief Executive Officer of the Corporation (ex officio), with full power of substitution, as the proxy of VB Company with respect to the matters set forth in Section 32.1; (ii) vote, and hereby authorizes him express consent or dissent or issue instructions to represent and the record holder to vote, if and only if VB attempts to vote (whether by proxy, in person express consent or by written consent), or to fail to vote, in a manner which is inconsistent with the terms of this Agreement, all or any of VB’s Corporation shares as was contemplated by this Agreement. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Corporation and the Large Holders in connection with the transactions contemplated by this Agreement and the Series A Preferred Stock Purchase Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates pursuant to Section 6.1 hereof. VB hereby revokes any and all previous proxies dissent with respect to its Corporation shares such Stockholder’s Subject Shares in accordance with the provisions of Section 2.1 at any such meeting; and shall not hereafter(iii) grant or withhold, unless and until this Agreement terminates pursuant or issue instructions to Section 6.1 hereof, purport the record holder to grant any other proxy or power withhold, consistent with the provisions of attorney with respect to any of its Corporation sharesSection 2.1, deposit any of its Corporation shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions all written consents with respect to the voting of any of its Corporation sharesSubject Shares, in each casecase to the same extent and with the same effect as such Stockholder might or would do under applicable Law. The foregoing proxy is a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder) and shall not be terminated by operation of Law or upon the occurrence of any other event other than the valid termination of this Agreement pursuant to Section 3.2. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.2 is given in connection with respect and granted in consideration of and as an inducement to any Parent entering into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the matters Stockholder under Section 2.1 hereof. The irrevocable proxy set forth hereinin this Section 2.2 is executed and intended to be irrevocable subject, however, to automatic termination upon the valid termination of this Agreement pursuant to Section 3.

Irrevocable Proxies. In order to secure the performance of each Shareholder’s obligations under this Agreement, by entering into this Agreement and solely with respect to the matters described in Section 1.01, such Shareholder hereby irrevocably grants a proxy appointing ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, a member of the Board of Directors of Wendy’s (athe “Board”), and each of them (the “Proxy”) Each Large Holder hereby constitutes as such Shareholder’s attorney-in-fact and appoints VBproxy, with full power of substitution, as for and in its, his or her name, place and ▇▇▇▇▇, to vote, express consent or dissent, or otherwise to utilize such voting power in the proxies of the Large Holder manner contemplated by and in accordance with Section 1.01, in such Person’s discretion, with respect to such Shareholder’s Subject Shares, in each case, until the matters set forth herein, including without limitation, votes regarding any Proposed Transaction for which a Drag-Along Notice has been sent pursuant to Section 2 termination of this Agreement and which does not fail in accordance with Section 4.03. Each Shareholder hereby represents that any proxies heretofore given in respect of the Section 2.2 elementsSubject Shares are not irrevocable, and that any such proxies are hereby authorizes each of them to represent revoked. Each Shareholder severally (and to vote, if and only if not jointly) hereby affirms that the Large Holder attempts to vote (whether by proxy, irrevocable proxy set forth in person or by written consent), or to fail to vote, in a manner which is inconsistent with the terms of this Agreement, all of such Large Holder’s Corporation shares as was contemplated by this Agreement. The proxy granted pursuant to the immediately preceding sentence Section 1.02 is given in consideration of the agreements and covenants of the Corporation and VB in connection with the transactions contemplated by this execution of the Merger Agreement and the Series A Preferred Stock Purchase Agreement and, as such, affirms that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked, except that such irrevocable proxy shall be irrevocable unless and until revoked automatically, without any notice or other action by any Person, upon the termination of this Agreement terminates pursuant in accordance with Section 4.03. Each Shareholder severally (and not jointly) hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to Section 6.1 be done by virtue hereof. THE PROXY AND POWER OF ATTORNEY SET FORTH IN THIS SECTION 1.02 IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Large Holder hereby revokes any Shareholder shall execute and all previous proxies with respect deliver to such Large HolderWendy’s Corporation shares and shall not hereafter, unless and until this Agreement terminates pursuant to Section 6.1 hereof, purport to grant any other proxy or power of attorney with respect to any of such Large Holder’s Corporation shares, deposit any of such Large Holder’s Corporation shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect cards that such Shareholder receives to the voting of any of its Corporation shares, vote in each case, with respect to any favor of the matters set forth herein. (b) VB hereby constitutes and appoints the Chief Executive Officer adoption of the Corporation (ex officio), with full power of substitution, as the proxy of VB with respect to the matters set forth in Section 3, and hereby authorizes him to represent and to vote, if and only if VB attempts to vote (whether by proxy, in person or by written consent), or to fail to vote, in a manner which is inconsistent with the terms of this Agreement, all or any of VB’s Corporation shares as was contemplated by this Agreement. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Corporation and the Large Holders in connection with the transactions contemplated by this Merger Agreement and the Series A Preferred Stock Purchase Agreement and, as such, is coupled with an interest Merger and shall be irrevocable unless and until this Agreement terminates pursuant to Section 6.1 hereof. VB hereby revokes any and all previous proxies with respect to its Corporation shares and shall not hereafter, unless and until this Agreement terminates pursuant to Section 6.1 hereof, purport to grant any other proxy or power of attorney with respect to any of its Corporation shares, deposit any of its Corporation shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of its Corporation shares, in each case, with respect to any favor of the matters set forth hereinOpt Out Approval.

Irrevocable Proxies. (a) Each Large Holder By execution of this Agreement, each Shareholder (other than Fifth Avenue Capital Partners) hereby revokes any and all prior proxies and hereby irrevocably appoints and constitutes and appoints VB▇▇▇▇▇▇, with full power of substitution, to act as proxy (i) to vote the proxies Restricted Shares of such Shareholder on all matters presented at any meeting of shareholders (including any adjournments or postponements thereof) and/or (ii) to execute and deliver any shareholder consent in lieu thereof, as ▇▇▇▇▇▇ may determine in his sole discretion, and ▇▇▇▇▇▇ hereby accepts such appointment. Each proxy granted pursuant to this Section 2.1(a) shall be effective for all purposes from the Effective Date until the third anniversary of the Large Holder consummation of an initial public offering of shares of Common Stock pursuant to a registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on Form S-1, Form SB-2 or the equivalent thereof, subject to earlier termination pursuant to Article III hereof (the "IPO Third Anniversary"); provided, however, that each proxy with respect to the matters number of shares of Common Stock of each of the Shareholders set forth herein, including without limitation, votes regarding any Proposed Transaction for which a Drag-Along Notice has been sent on Exhibit B attached hereto shall terminate upon the earlier to occur of (i) the IPO Third Anniversary and (ii) the purchase of such shares by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ("Gluckstern") pursuant to Section 2 of this Agreement and which does not fail any of the Section 2.2 elements, and hereby authorizes each of them to represent and to vote, if and only if the Large Holder attempts to vote (whether by proxy, in person or by written consent), or to fail to vote, in a manner which is inconsistent with the terms of this Share Purchase Right Agreement, all dated as of such Large Holder’s Corporation shares as was contemplated by this Agreement. The proxy granted pursuant to November 8, 2005, among the immediately preceding sentence is given in consideration of the agreements and covenants of the Corporation and VB in connection with the transactions contemplated by this Agreement Company, Gluckstern, ▇▇▇▇▇▇ and the Series A Preferred Stock Purchase Agreement and, as such, is Shareholders named therein. Each proxy authority contained in this Section 2.1(a) shall be deemed to be coupled with an interest and shall be irrevocable unless and until this Agreement terminates irrevocable. Each proxy granted pursuant to this Section 6.1 hereof. Each Large Holder 2.1(a) shall survive each Shareholder's death or incapacity and, during the term thereof, may not be revoked by any guardian or other personal representative of such Shareholder for any reason whatsoever. (b) By execution of this Agreement, Fifth Avenue Capital Partners hereby revokes any and all previous prior proxies with respect to such Large Holder’s Corporation shares and shall not hereafter, unless hereby irrevocably appoints and until this Agreement terminates pursuant to Section 6.1 hereof, purport to grant any other proxy or power of attorney with respect to any of such Large Holder’s Corporation shares, deposit any of such Large Holder’s Corporation shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of its Corporation shares, in each case, with respect to any of the matters set forth herein. (b) VB hereby constitutes and appoints the Chief Executive Officer of the Corporation (ex officio)▇▇▇▇▇▇, with full power of substitution, to act as proxy (i) to vote the proxy Restricted Shares of VB with respect such Shareholder on all matters presented at any meeting of shareholders (including any adjournments or postponements thereof) and/or (ii) to the matters set forth execute and deliver any shareholder consent in Section 3lieu thereof, as ▇▇▇▇▇▇ may determine in his sole discretion, and ▇▇▇▇▇▇ hereby authorizes him to represent and to vote, if and only if VB attempts to vote (whether by proxy, in person or by written consent), or to fail to vote, in a manner which is inconsistent with the terms of this Agreement, all or any of VB’s Corporation shares as was contemplated by this Agreementaccepts such appointment. The proxy granted pursuant to this Section 2.1(b) shall be effective for all purposes from the immediately preceding sentence is given Effective Date until terminated pursuant to Article III hereof. The proxy authority contained in consideration of the agreements and covenants of the Corporation and the Large Holders in connection with the transactions contemplated by this Agreement and the Series A Preferred Stock Purchase Agreement and, as such, is Section 2.1(b) shall be deemed to be coupled with an interest and shall be irrevocable unless and until this Agreement terminates irrevocable. The proxy granted pursuant to this Section 6.1 hereof. VB hereby revokes 2.1(b) shall survive may not be revoked for any and all previous proxies with respect to its Corporation shares and shall not hereafter, unless and until this Agreement terminates pursuant to Section 6.1 hereof, purport to grant any other proxy or power of attorney with respect to any of its Corporation shares, deposit any of its Corporation shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of its Corporation shares, in each case, with respect to any of the matters set forth hereinreason whatsoever.

Irrevocable Proxies. In order to secure the performance of each Shareholder’s obligations under this Agreement, by entering into this Agreement and solely with respect to the matters described in Section 1.01, such Shareholder hereby irrevocably grants a proxy appointing T▇▇▇▇▇ ▇. ▇▇▇▇▇▇, a member of the Board of Directors of Wendy’s (athe “Board”), and each of them (the “Proxy”) Each Large Holder hereby constitutes as such Shareholder’s attorney-in-fact and appoints VBproxy, with full power of substitution, as for and in its, his or her name, place and s▇▇▇▇, to vote, express consent or dissent, or otherwise to utilize such voting power in the proxies of the Large Holder manner contemplated by and in accordance with Section 1.01, in such Person’s discretion, with respect to such Shareholder’s Subject Shares, in each case, until the matters set forth herein, including without limitation, votes regarding any Proposed Transaction for which a Drag-Along Notice has been sent pursuant to Section 2 termination of this Agreement and which does not fail in accordance with Section 4.03. Each Shareholder hereby represents that any proxies heretofore given in respect of the Section 2.2 elementsSubject Shares are not irrevocable, and that any such proxies are hereby authorizes each of them to represent revoked. Each Shareholder severally (and to vote, if and only if not jointly) hereby affirms that the Large Holder attempts to vote (whether by proxy, irrevocable proxy set forth in person or by written consent), or to fail to vote, in a manner which is inconsistent with the terms of this Agreement, all of such Large Holder’s Corporation shares as was contemplated by this Agreement. The proxy granted pursuant to the immediately preceding sentence Section 1.02 is given in consideration of the agreements and covenants of the Corporation and VB in connection with the transactions contemplated by this execution of the Merger Agreement and the Series A Preferred Stock Purchase Agreement and, as such, affirms that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked, except that such irrevocable proxy shall be irrevocable unless and until revoked automatically, without any notice or other action by any Person, upon the termination of this Agreement terminates pursuant in accordance with Section 4.03. Each Shareholder severally (and not jointly) hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to Section 6.1 be done by virtue hereof. THE PROXY AND POWER OF ATTORNEY SET FORTH IN THIS SECTION 1.02 IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Large Holder hereby revokes any Shareholder shall execute and all previous proxies with respect deliver to such Large HolderWendy’s Corporation shares and shall not hereafter, unless and until this Agreement terminates pursuant to Section 6.1 hereof, purport to grant any other proxy or power of attorney with respect to any of such Large Holder’s Corporation shares, deposit any of such Large Holder’s Corporation shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect cards that such Shareholder receives to the voting of any of its Corporation shares, vote in each case, with respect to any favor of the matters set forth herein. (b) VB hereby constitutes and appoints the Chief Executive Officer adoption of the Corporation (ex officio), with full power of substitution, as the proxy of VB with respect to the matters set forth in Section 3, and hereby authorizes him to represent and to vote, if and only if VB attempts to vote (whether by proxy, in person or by written consent), or to fail to vote, in a manner which is inconsistent with the terms of this Agreement, all or any of VB’s Corporation shares as was contemplated by this Agreement. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Corporation and the Large Holders in connection with the transactions contemplated by this Merger Agreement and the Series A Preferred Stock Purchase Agreement and, as such, is coupled with an interest Merger and shall be irrevocable unless and until this Agreement terminates pursuant to Section 6.1 hereof. VB hereby revokes any and all previous proxies with respect to its Corporation shares and shall not hereafter, unless and until this Agreement terminates pursuant to Section 6.1 hereof, purport to grant any other proxy or power of attorney with respect to any of its Corporation shares, deposit any of its Corporation shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of its Corporation shares, in each case, with respect to any favor of the matters set forth hereinOpt Out Approval.