Common use of Irrevocable Proxies Clause in Contracts

Irrevocable Proxies. (i) On the date hereof, each of Thorn Tree and Universal shall execute and deliver to Sixth Avenue an irrevocable proxy, coupled with an interest, substantially in the form attached hereto as Exhibit A and Exhibit B, respectively (together, the "Proxies"), for the purpose of enabling Sixth Avenue to exercise the voting and/or consensual rights and powers accruing to an owner of the Pledged Shares. The Proxies shall (A) grant Sixth Avenue the full power to exercise any and all voting and/or other consensual rights and powers accruing to an owner of the Pledged Shares throughout the Standstill Period, subject to Section 1(d)(ii) hereof, and (B) terminate as to Sixth Avenue, (1) with respect to Thorn Tree, upon the full satisfaction in cash (for the purposes of this Agreement and the Standstill Pledge Agreement, cash shall be deemed to include any Pledged Shares retained in satisfaction of any outstanding obligations in accordance with Section 1(o) hereof) of the portion of the Sixth Avenue Debt attributable to the Thorn Tree Parties, and (2) with respect to Universal, upon the full satisfaction in cash of the portion of the Sixth Avenue Debt that constitutes a Universal Obligation. Notwithstanding anything contained elsewhere in this Agreement but subject to its fiduciary duties under applicable law, if any, Sixth Avenue may vote the Pledged Shares in its sole discretion, including, without limitation, with respect to any corporate transaction proposed by the Board (as defined herein). (ii) Notwithstanding the terms set forth in Section 1(d)(i) hereof, upon the full satisfaction in cash in accordance with this Agreement of the portion of the Sixth Avenue Debt that constitutes a Universal Obligation, the right to exercise the voting and/or consensual rights and powers accruing to an owner of the Universal Pledged Shares will inure to the benefit of DHP until the DHP Debt, the Thorn Tree Debt and the Equistar Debt are satisfied in full in cash in accordance with this Agreement. Each of Thorn Tree and Universal shall execute and deliver to DHP on the date hereof an irrevocable proxy, coupled with an interest, substantially in the form attached hereto as Exhibit C and Exhibit D, respectively, which proxies shall become effective (A) with respect to Thorn Tree, upon the satisfaction in full in cash of the portion of the Sixth Avenue Debt attributable to the Thorn Tree Parties, and (B) with respect to Universal, upon the satisfaction in full in cash of the Sixth Avenue Debt that constitutes a Universal Obligation. The Proxy granted by Universal to DHP shall terminate upon the full satisfaction in cash of the DHP Debt, the Equistar Debt and the Thorn Tree Debt. Notwithstanding anything contained elsewhere in this Agreement, but subject to the preceding sentence and his fiduciary duties under applicable law, if any, after the portion of the Sixth Avenue Debt attributable to Thorn Tree or that constitutes a Universal Obligation is paid in full, DHP may vote the Thorn Tree Pledged Shares and the Universal Pledged Shares, as the case may be, in his sole discretion, including, without limitation, with respect to any corporate transaction proposed by the Board.

Irrevocable Proxies. (a) Each Stockholder hereby irrevocably appoints and constitutes Magic Hat or any designee of Magic Hat, with full power of substitution, the lawful agent, attorney and proxy of the Stockholder (each an “Irrevocable Proxy”) during the term of this Agreement to vote in its sole discretion all of the Insider Shares of which such Stockholder is or becomes the beneficial owner with voting power for the following purposes: (i) On to call one or more meetings of the date hereof, each stockholders of Thorn Tree Company in accordance with the by-laws of Company and Universal shall execute and deliver to Sixth Avenue an irrevocable proxy, coupled with an interest, substantially in the form attached hereto as Exhibit A and Exhibit B, respectively (together, the "Proxies"), applicable law for the purpose of enabling Sixth Avenue considering a proposal to exercise approve the voting and/or consensual rights and powers accruing to an owner of the Pledged Shares. The Proxies shall (A) grant Sixth Avenue the full power to exercise any and all voting and/or other consensual rights and powers accruing to an owner of the Pledged Shares throughout the Standstill Period, subject to Section 1(d)(ii) hereof, and (B) terminate as to Sixth Avenue, (1) with respect to Thorn Tree, upon the full satisfaction in cash (for the purposes of this Definitive Agreement and the Standstill Pledge Agreement, cash shall be deemed to include any Pledged Shares retained in satisfaction of any outstanding obligations in accordance with Section 1(o) hereof) of the portion of the Sixth Avenue Debt attributable to the Thorn Tree Parties, and (2) with respect to Universal, upon the full satisfaction in cash of the portion of the Sixth Avenue Debt that constitutes a Universal Obligation. Notwithstanding anything contained elsewhere in this Agreement but subject to its fiduciary duties under applicable law, if any, Sixth Avenue may vote the Pledged Shares in its sole discretion, including, without limitation, with respect to any corporate transaction proposed by the Board (as defined herein).transactions contemplated thereby; (ii) Notwithstanding the terms set forth in Section 1(d)(i) hereof, upon the full satisfaction in cash in accordance with this Agreement to vote for approval of the portion Definitive Agreement at any stockholders’ meetings of the Sixth Avenue Debt that constitutes a Universal ObligationCompany held to consider the Merger (whether annual or special and whether or not an adjourned meeting); (iii) to vote against any other proposal for any recapitalization, merger, sale of assets or other business combination between Company and any other person or entity other than Magic Hat, or the right to exercise the voting and/or consensual rights and powers accruing to an owner taking of any action which would result in any of the Universal Pledged Shares will inure conditions to the benefit obligations of DHP until Magic Hat or Company under the DHP DebtDefinitive Agreement not being fulfilled; and (iv) to vote as otherwise necessary or appropriate to enable Magic Hat to consummate the transactions contemplated by the Definitive Agreement and, the Thorn Tree Debt and the Equistar Debt are satisfied in full in cash in accordance connection with this Agreement. Each of Thorn Tree and Universal shall execute and deliver such purposes, to DHP on the date hereof an irrevocable proxy, coupled with an interest, substantially in the form attached hereto as Exhibit C and Exhibit D, respectively, which proxies shall become effective (A) otherwise act with respect to Thorn Treethe Insider Shares which the Stockholder is entitled to vote. (b) THIS IRREVOCABLE PROXY HAS BEEN GIVEN IN CONSIDERATION OF THE UNDERTAKINGS OF MAGIC HAT IN THE LOI AND SHALL BE IRREVOCABLE AND COUPLED WITH AN INTEREST UNTIL THE TERMINATION DATE AS DEFINED IN SECTION 6.03 HEREOF. This Agreement shall revoke all other proxies granted by the Stockholders with respect to their Insider Shares. (c) Notwithstanding the foregoing, upon in the satisfaction event a Superior Proposal is presented to the Company, the Stockholders shall be entitled to vote at their sole discretion their Releasable Shares. For the purpose of this Agreement, a “Superior Proposal” contemplates an unsolicited offer for the Company to enter into a binding merger agreement and is (i) for consideration equal to at least $3.00 per Share, (ii) provides for payment in full in cash of the portion Break-Up Fee and Reimbursement Expense, (iii) cash only and for all of the Sixth Avenue Debt attributable to the Thorn Tree Partiesoutstanding Shares, and (Biv) with respect to Universalnot contingent on any financing or satisfaction of any other material condition (e.g., upon the satisfaction in full in cash of the Sixth Avenue Debt that constitutes a Universal Obligation. The Proxy granted by Universal to DHP shall terminate upon the full satisfaction in cash of the DHP Debt, the Equistar Debt and the Thorn Tree Debt. Notwithstanding anything contained elsewhere in this Agreement, but subject to the preceding sentence and his fiduciary duties under applicable law, if any, after the portion of the Sixth Avenue Debt attributable to Thorn Tree or that constitutes a Universal Obligation is paid in full, DHP may vote the Thorn Tree Pledged Shares and the Universal Pledged Shares, as the case may be, in his sole discretion, including, without limitation, with respect to any corporate transaction proposed by the Boarddue diligence).