Common use of Irrevocable Proxy and Power of Attorney Clause in Contracts

Irrevocable Proxy and Power of Attorney. (a) By signing this Agreement or a Joinder, each Covered Person irrevocably appoints and constitutes the members of the Employee Shareholders Committee (each a “Committee Member”), acting jointly or each and any of them acting in his or her capacity as a Committee Member in accordance with the other provisions hereof, with full power of substitution and resubstitution, as its true and lawful proxy to vote, abstain from voting or otherwise act, for and in such Covered Person’s name, place and stead, with respect to all of the Covered Person’s Covered Common Stock as of the relevant record date or other date used for purposes of determining holders of Common Stock entitled to vote or take any action, as fully, to the same extent and with the same effect as such Covered Person might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation. The proxy granted the Committee Members pursuant to this Section 2.01(a) shall revoke all prior proxies granted by the Covered Person with respect to the Covered Common Stock, shall be irrevocable during the term set forth in the last sentence of this Section 2.01(a), shall survive the bankruptcy or dissolution of the Covered Person and shall be deemed to be coupled with an interest sufficient at law to support an irrevocable power. The Committee Members are authorized to execute that certain Second Amended and Restated Shareholders’ Agreement, dated as of the date hereof (the “Second A&R Shareholders’ Agreement”), and the Employee Shareholders Committee, as such committee may be reconstituted from time to time, is authorized to vote Covered Common Stock in order to ensure that the composition of the board of directors of the Company is as set forth in Section 2.01 of the Second A&R Shareholders’ Agreement. For the avoidance of doubt, the Committee Members are authorized to vote Covered Common Stock in favor of the election of one or more Committee Members in elections of directors of the Company. Each Covered Person agrees that this irrevocable proxy may be exercised by the Committee Members with respect to all Covered Common Stock of such Covered Person for the period beginning on the effective date of this Agreement and ending on the earlier of (i) the date this Agreement shall have been terminated pursuant to Section 7.01(a) and (ii) the date of termination of this Agreement as to such Covered Person pursuant to Section 7.01(b). (b) By signing this Agreement or a Joinder, each Covered Person irrevocably appoints and constitutes the Committee Members, acting jointly or each and any of them acting in his or her capacity as a Committee Member in accordance with the other provisions hereof, with full power of substitution and resubstitution, his or her true and lawful attorney-in-fact to direct the voting of any Covered Common Stock held of record by any other Person but beneficially owned by such Covered Person, granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of this Section 2.01 as such Covered Person might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may do or cause to be done by virtue of this power of attorney. It is understood and agreed by each Covered Person that this appointment, empowerment and authorization may be exercised by the aforementioned Persons with respect to all Covered Common Stock of such Covered Person, and held of record by another Person, for the period beginning on the effective date of this Agreement and ending on the earlier of (i) the date this Agreement shall have been terminated pursuant to Section 7.01(a) and (ii) the date of termination of this Agreement as to such Covered Person pursuant to Section 7.01(b). The power of attorney granted by the Covered Person hereunder is a durable power of attorney and shall survive the dissolution or bankruptcy of the Covered Person and shall revoke any and all prior powers of attorney granted by the Covered Person with respect to the shares of Covered Common Stock subject hereto.

Irrevocable Proxy and Power of Attorney. Each Stockholder hereby grants until the Proxy End Date (aas hereinafter defined) By signing this Agreement or a Joinderproxy over such Stockholder’s Shares, each Covered Person irrevocably and hereby constitutes and appoints as the proxy holder thereof, and constitutes grants a power of attorney in respect thereof to, the members Chairman of the Employee Shareholders Committee (each a “Committee Member”), acting jointly or each and any Board of them acting in his or her capacity as a Committee Member in accordance with the other provisions hereofDirectors, with full power of substitution and resubstitution, as its true and lawful proxy to vote, abstain from voting or otherwise act, for and in such Covered Person’s name, place and steadsubstitution, with respect to the election of Biotest Designees to the Board of Directors in accordance with Section 6.1 and the other nominees to the Board of Directors supported by the Board of Directors, and hereby authorizes the Chairman of the Board of Directors to represent and vote, if and only if such Stockholder (i) fails to vote, or (ii) attempts to vote (whether by proxy, in person or by written consent) for a nominee to the Board of Directors other than a Biotest Designee or the other nominees to the Board of Directors supported by the Board of Directors, as applicable, all of the Covered Personsuch Stockholder’s Covered Common Stock as of the relevant record date or other date used for purposes of determining holders of Common Stock entitled to vote or take any action, as fully, to the same extent and with the same effect as such Covered Person might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation. The proxy granted the Committee Members pursuant to this Section 2.01(a) shall revoke all prior proxies granted by the Covered Person with respect to the Covered Common Stock, shall be irrevocable during the term set forth in the last sentence of this Section 2.01(a), shall survive the bankruptcy or dissolution of the Covered Person and shall be deemed to be coupled with an interest sufficient at law to support an irrevocable power. The Committee Members are authorized to execute that certain Second Amended and Restated Shareholders’ Agreement, dated as of the date hereof (the “Second A&R Shareholders’ Agreement”), and the Employee Shareholders Committee, as such committee may be reconstituted from time to time, is authorized to vote Covered Common Stock in order to ensure that the composition of the board of directors of the Company is as set forth in Section 2.01 of the Second A&R Shareholders’ Agreement. For the avoidance of doubt, the Committee Members are authorized to vote Covered Common Stock Shares in favor of the election of one or more Committee Members the Biotest Designees and such other nominees to the Board of Directors supported by the Board of Directors, in elections of directors each case, as members of the CompanyBoard of Directors pursuant to and in accordance with the terms and provisions of this Agreement. Each Covered Person agrees that this irrevocable of the proxy may be exercised and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by the Committee Members with respect to all Covered Common Stock of such Covered Person for the period beginning on the effective date of this Agreement and, as such, each is coupled with an interest and ending on shall be irrevocable unless and until the earlier of (ix) the date this Agreement shall have been terminated termination or expiration of the Designation Rights Period, and (y) the termination or expiration of the Standstill pursuant to Section 7.01(a) 3.3 (the applicable date, the “Proxy End Date”). Each Stockholder hereby revokes any and (ii) the date all previous proxies or powers of termination of this Agreement as attorney with respect to such Covered Person pursuant Stockholder’s Shares and shall not hereafter, unless and until the Proxy End Date occurs, purport to Section 7.01(bgrant any other proxy or power of attorney with respect to any of such Stockholder’s Shares, deposit any of such Shares into a voting trust or enter into any agreement (other than this Agreement). (b) By signing , 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 such Shares, in each case, with respect to any of the matters set forth herein and other than as otherwise provided in this Agreement or a Joinder, each Covered Person irrevocably appoints and constitutes proxy granted to the Committee Members, acting jointly or each and any of them acting Company in his or her capacity as connection with a Committee Member in accordance with the other provisions hereof, with full power of substitution and resubstitution, his or her true and lawful attorney-in-fact to direct the voting of any Covered Common Stock held of record by any other Person but beneficially owned by such Covered Person, granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of this Section 2.01 as such Covered Person might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may do or cause to be done by virtue of this power of attorney. It is understood and agreed by each Covered Person that this appointment, empowerment and authorization may be exercised solicitation by the aforementioned Persons with respect to all Covered Common Stock of such Covered Person, and held of record by another Person, for the period beginning on the effective date of this Agreement and ending on the earlier of (i) the date this Agreement shall have been terminated pursuant to Section 7.01(a) and (ii) the date of termination of this Agreement as to such Covered Person pursuant to Section 7.01(b). The power of attorney granted by the Covered Person hereunder is a durable power of attorney and shall survive the dissolution or bankruptcy of the Covered Person and shall revoke any and all prior powers of attorney granted by the Covered Person with respect to the shares of Covered Common Stock subject heretoCompany.

Irrevocable Proxy and Power of Attorney. (a) By signing this Agreement or a Joinderhis signature hereto, each Covered Person irrevocably appoints and constitutes hereby gives the members of the Employee Shareholders Committee (each a “Committee Member”), acting jointly or each and any of them acting in his or her capacity as a Committee Member in accordance with the other provisions hereofShareholders’ Committee, with full power of substitution and resubstitution, as its true and lawful an irrevocable proxy to vote, abstain from voting vote or otherwise act, for and in such Covered Person’s name, place and stead, act with respect to all of the Covered Person’s Covered Common Stock Voting Shares as of the relevant record date or other date used for purposes of determining holders of Common Stock entitled to vote or take any action, as fully, to the same extent and with the same effect as such Covered Person might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation, as follows: (i) such proxy shall be voted in connection with such matters as are the subject of a Preliminary Vote as provided in this Agreement in accordance with such Preliminary Vote; (ii) the holder of such proxy shall be authorized to vote on such other matters as may come before a meeting of stockholders of GS Inc. or any adjournment thereof and as are related, directly or indirectly, to the matter which was the subject of the Preliminary Vote as the holder of such proxy sees fit in his discretion but in a manner consistent with the Preliminary Vote; and (iii) the holder of such proxy shall be authorized to vote on such other matters as may come before a meeting of stockholders of GS Inc. or any adjournment thereof (including matters related to adjournment thereof) as the holder of such proxy sees fit in his discretion but not to cast any vote under this clause (iii) which is inconsistent with the Preliminary Vote or which would achieve an outcome that would frustrate the intent of the Preliminary Vote. The proxy granted the Committee Members pursuant to this Section 2.01(a) shall revoke all prior proxies granted by the Each Covered Person with respect to the Covered Common Stock, shall be irrevocable during the hereby affirms that this proxy is given as a term set forth in the last sentence of this Section 2.01(a), shall survive the bankruptcy or dissolution of the Covered Person Agreement and shall be deemed to be as such is coupled with an interest sufficient at law to support an irrevocable powerand is irrevocable. The Committee Members are authorized to execute that certain Second Amended It is further understood and Restated Shareholders’ Agreement, dated as of the date hereof (the “Second A&R Shareholders’ Agreement”), and the Employee Shareholders Committee, as such committee may be reconstituted from time to time, is authorized to vote Covered Common Stock in order to ensure that the composition of the board of directors of the Company is as set forth in Section 2.01 of the Second A&R Shareholders’ Agreement. For the avoidance of doubt, the Committee Members are authorized to vote Covered Common Stock in favor of the election of one or more Committee Members in elections of directors of the Company. Each agreed by each Covered Person agrees that this irrevocable proxy may be exercised by the Committee Members holder of such proxy with respect to all Covered Common Stock Voting Shares of such Covered Person for the period beginning on the effective date of this Agreement Effective Date and ending on the earlier of (ia) the date this Agreement shall have been terminated pursuant to Section 7.01(a7.1(a) and hereof or, (iib) in the date case of termination of this Agreement as to such a Covered Person pursuant to Person, Section 7.01(b)7.1(b) hereof. (b) By signing this Agreement or a Joinderhis signature hereto, each Covered Person irrevocably appoints and constitutes the Committee Members, acting jointly or each and any of them acting in his or her capacity as a Committee Member in accordance with the other provisions hereofShareholders’ Committee, with full power of substitution and resubstitution, his or her true and lawful attorney-in-fact to direct direct, in accordance with the provisions of this Article IV, the voting of any Covered Common Stock Voting Shares held of record by any other Person person but beneficially owned by such Covered Person (including Voting Shares held by the trust underlying any ▇▇▇▇▇▇▇ ▇▇▇▇▇ Compensation Plan and allocated to such Covered Person), granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of this Section 2.01 4.1 and Section 4.2(a) as such Covered Person might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may do or cause to be done by virtue of this power of attorney. It is understood and agreed by each Covered Person that this appointment, empowerment and authorization may be exercised by the aforementioned Persons persons with respect to all Covered Common Stock Voting Shares of such Covered Person, and held of record by another Personperson, for the period beginning on the effective date of this Agreement Effective Date and ending on (a) the earlier of (i) the date this Agreement shall have been terminated pursuant to Section 7.01(a7.1(a) and hereof or, (iib) in the date case of termination of this Agreement as to such a Covered Person pursuant to Person, Section 7.01(b). The power of attorney granted by the Covered Person hereunder is a durable power of attorney and shall survive the dissolution or bankruptcy of the Covered Person and shall revoke any and all prior powers of attorney granted by the Covered Person with respect to the shares of Covered Common Stock subject hereto7.1(b) hereof.

Irrevocable Proxy and Power of Attorney. (a) By signing this Agreement or a JoinderJoinder A, each Covered Person irrevocably appoints and constitutes the members of the Employee Shareholders Committee (each a “Committee Member”)Stockholders’ Committee, acting jointly or each and any of them acting in his or her capacity as a member of the Stockholders’ Committee Member in accordance with the other provisions hereof, with full power of substitution and resubstitution, as its true and lawful proxy to vote, abstain from voting or otherwise act, for and in such Covered Person’s name, place and stead, with respect to all of the Covered Person’s Covered Common Stock as of the relevant record date or other date used for purposes of determining holders of Common Stock entitled to vote or take any action, as fully, to the same extent and with the same effect as such Covered Person might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation. The proxy granted the members of the Stockholders’ Committee Members pursuant to this Section 2.01(a2.1(a) shall revoke all prior proxies granted by the Covered Person with respect to the Covered Common StockShares, shall be irrevocable during the term set forth in the last sentence of this Section 2.01(a2.1(a), shall survive the bankruptcy or dissolution of the Covered Person and shall be deemed to be coupled with an interest sufficient at law to support an irrevocable power. The Committee Members are authorized to execute that certain Second Amended and Restated Shareholders’ Agreement, dated as of the date hereof (the “Second A&R Shareholders’ Agreement”), and the Employee Shareholders Committee, as such committee may be reconstituted from time to time, is authorized to vote Covered Common Stock in order to ensure that the composition of the board of directors of the Company is as set forth in Section 2.01 of the Second A&R Shareholders’ Agreement. For the avoidance of doubt, the members of the Stockholders’ Committee Members are authorized to vote Covered Common Stock in favor of the election of one or more members of the Stockholders’ Committee Members in elections of directors of the CompanyAPAM. Each Covered Person agrees that this irrevocable proxy may be exercised by the members of the Stockholders’ Committee Members with respect to all Covered Common Stock of such Covered Person for the period beginning on the effective date of this Agreement and ending on the earlier of (i) the date this Agreement shall have been terminated pursuant to Section 7.01(a9.1(a) and (ii) the date of termination of this Agreement as to such Covered Person pursuant to Section 7.01(b9.1(b). (b) By signing this Agreement or a JoinderJoinder A, each Covered Person irrevocably appoints and constitutes the Committee Membersmembers of the Stockholders’ Committee, acting jointly or each and any of them acting in his or her capacity as a member of the Stockholders’ Committee Member in accordance with the other provisions hereof, with full power of substitution and resubstitution, his or her true and lawful attorney-in-fact to direct the voting of any Covered Common Stock held of record by any other Person but beneficially owned by such Covered Person, granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of this Section 2.01 2.1 as such Covered Person might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may do or cause to be done by virtue of this power of attorney. It is understood and agreed by each Covered Person that this appointment, empowerment and authorization may be exercised by the aforementioned Persons with respect to all Covered Common Stock of such Covered Person, and held of record by another Person, for the period beginning on the effective date of this Agreement and ending on the earlier of (i) the date this Agreement shall have been terminated pursuant to Section 7.01(a9.1(a) and (ii) the date of termination of this Agreement as to such Covered Person pursuant to Section 7.01(b9.1(b). The power of attorney granted by the Covered Person hereunder is a durable power of attorney and shall survive the dissolution or bankruptcy of the Covered Person and shall revoke any and all prior powers of attorney granted by the Covered Person with respect to the shares of Covered Common Stock subject hereto.

Irrevocable Proxy and Power of Attorney. (a) By signing this Agreement or a Joinder, each Covered Person irrevocably Each Stockholder hereby constitutes and appoints and constitutes as the members proxy of the Employee Shareholders Committee Stockholder and hereby grants a power of attorney to the Chief Executive Officer, from time to time, of the Company (each a the “Committee MemberProxyholder”), acting jointly or each and any of them acting in his or her capacity as a Committee Member in accordance with the other provisions hereof, with full power of substitution and resubstitution, to represent and vote all Voting Shares held by such Stockholder at any regular or special meeting of stockholders and to act on every action or approval by written consent (to so represent, vote, or act by written consent, to “Vote”), and to receive or waive notice to which such Stockholder may be entitled, including, without limitation, regarding the size and composition of the Board pursuant to Section 1, an increase authorized shares pursuant to Section 1, and all matters as the Proxyholder deems advisable and consistent with terms of this Agreement, all without notice to the undersigned, in accordance with this Agreement; provided, that the Proxyholder shall only Vote pursuant to such proxy and power of attorney if such Stockholder (i) is not a Major Preferred Investor and fails to Vote within the Voting Notice Period, or (ii) attempts to Vote, such Voting Shares in a manner which is inconsistent with the terms of this Agreement, in which case of the foregoing (i) or (ii) the Proxyholder shall Vote such Voting Shares in accordance with this Agreement. Each of the proxy and power of attorney granted pursuant to this Section 9 is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest (including without limitation in light of the fact that the Proxyholder is an officer of the Company), shall survive any sale or transfer of the Voting Shares, including by law or intestate and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 7 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to its true Voting Shares and lawful shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 7 hereof, purport to grant any other proxy or power of attorney with respect to any of its Voting Shares, deposit any of its Voting 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, abstain from consent, grant any proxy or give instructions with respect to the voting or otherwise actof any of its Voting Shares, for and in such Covered Person’s name, place and steadeach case, with respect to all any of the Covered Person’s Covered Common Stock as of the relevant record date or other date used for purposes of determining holders of Common Stock entitled to vote or take any action, as fully, to the same extent and with the same effect as such Covered Person might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation. The proxy granted the Committee Members pursuant to this Section 2.01(a) shall revoke all prior proxies granted by the Covered Person with respect to the Covered Common Stock, shall be irrevocable during the term matters set forth in the last sentence of this Section 2.01(a), shall survive the bankruptcy or dissolution of the Covered Person and shall be deemed to be coupled with an interest sufficient at law to support an irrevocable power. The Committee Members are authorized to execute that certain Second Amended and Restated Shareholders’ Agreement, dated as of the date hereof (the “Second A&R Shareholders’ Agreement”), and the Employee Shareholders Committee, as such committee may be reconstituted from time to time, is authorized to vote Covered Common Stock in order to ensure that the composition of the board of directors of the Company is as set forth in Section 2.01 of the Second A&R Shareholders’ Agreement. For the avoidance of doubt, the Committee Members are authorized to vote Covered Common Stock in favor of the election of one or more Committee Members in elections of directors of the Company. Each Covered Person agrees that this irrevocable proxy may be exercised by the Committee Members with respect to all Covered Common Stock of such Covered Person for the period beginning on the effective date of this Agreement and ending on the earlier of (i) the date this Agreement shall have been terminated pursuant to Section 7.01(a) and (ii) the date of termination of this Agreement as to such Covered Person pursuant to Section 7.01(b)herein. (b) By signing this Agreement or a Joinder, each Covered Person irrevocably appoints and constitutes the Committee Members, acting jointly or each and any of them acting in his or her capacity as a Committee Member in accordance with the other provisions hereof, with full power of substitution and resubstitution, his or her true and lawful attorney-in-fact to direct the voting of any Covered Common Stock held of record by any other Person but beneficially owned by such Covered Person, granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of this Section 2.01 as such Covered Person might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may do or cause to be done by virtue of this power of attorney. It is understood and agreed by each Covered Person that this appointment, empowerment and authorization may be exercised by the aforementioned Persons with respect to all Covered Common Stock of such Covered Person, and held of record by another Person, for the period beginning on the effective date of this Agreement and ending on the earlier of (i) the date this Agreement shall have been terminated pursuant to Section 7.01(a) and (ii) the date of termination of this Agreement as to such Covered Person pursuant to Section 7.01(b). The power of attorney granted by the Covered Person hereunder is a durable power of attorney and shall survive the dissolution or bankruptcy of the Covered Person and shall revoke any and all prior powers of attorney granted by the Covered Person with respect to the shares of Covered Common Stock subject hereto.

Irrevocable Proxy and Power of Attorney. (a) By signing this Agreement or a JoinderEach Shareholder hereby irrevocably grants to, and appoints, each Covered Person irrevocably appoints and constitutes of ▇▇▇▇ ▇▇▇▇▇▇▇, the members Chief Executive Officer of the Employee Shareholders Committee (Company, and Bigger Capital Fund, LP, and each a “Committee Member”), acting jointly or each and any of them acting in his or her capacity individually, as a Committee Member in accordance with the other provisions hereof, such Shareholder’s proxy and attorney-in-fact (with full power of substitution and resubstitution, as its true and lawful proxy to vote, abstain from voting or otherwise actre-substitution), for and in such Covered Person’s the name, place and steadstead of Shareholder, if and only if such Shareholder (i) fails to vote, or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with respect the terms of this Agreement, to attend any meeting of the shareholders of the Company on behalf of such Shareholder or otherwise cause all of the Covered Personsuch Shareholder’s Covered Common Stock Shares to be counted as of the relevant record date or other date used present thereat for purposes of determining holders of Common Stock entitled establishing a quorum, to vote or take any action, as fully, to the same extent and with the same effect as such Covered Person might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation. The proxy granted the Committee Members pursuant to this Section 2.01(a) shall revoke all prior proxies granted by the Covered Person with Shares, or grant a consent or approval in respect to of the Covered Common StockShares, shall be solely in a manner required by Section 1(a). Each Shareholder understands and acknowledges that the Purchasers are entering into the Purchase Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement. Each Shareholder hereby affirms that the irrevocable during the term proxy set forth in the last sentence of this Section 2.01(a), shall survive the bankruptcy or dissolution 2 is given in consideration of the Covered Person execution of the Purchase Agreement by the Purchase Agreement, and shall be deemed that such irrevocable proxy is given to be secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest sufficient at law to support an irrevocable powerproxy and may under no circumstances be revoked except upon the termination of this Agreement in accordance with its terms. The Committee Members are authorized Each Shareholder hereby ratifies and confirms all actions that such proxyholder may lawfully take or cause to execute that certain Second Amended be taken by virtue hereof. Such irrevocable proxy is executed and Restated Shareholders’ Agreement, dated as of the date hereof (the “Second A&R Shareholders’ Agreement”)intended to be irrevocable, and the Employee Shareholders Committeeexercise of the voting rights of such Shareholder’s Covered Shares in the manner required by Section 1(a) is intended to be enforceable, in accordance with the provisions of all applicable law, including Sections 212 and 218 of the Delaware General Corporation Law. The irrevocable proxy granted hereunder shall remain in full force and effect for until this Agreement is terminated in accordance with its terms. With respect to the proxy granted hereunder by each Shareholder, Bigger Capital Fund, LP agrees not to exercise this proxy with respect to such Shareholder’s Covered Shares if such Shareholder complies with its obligations in this Agreement. Each Shareholder shall take all further action or execute such other instruments as such committee may be reconstituted from time reasonably necessary to timeeffectuate the intent of this irrevocable proxy. Each Shareholder hereby represents that any proxies heretofore given in respect such Shareholder’s Covered Shares, is authorized if any, with respect to vote Covered Common Stock in order to ensure that the composition of the board of directors of the Company is as matters set forth in Section 2.01 of the Second A&R Shareholders’ Agreement. For the avoidance of doubt, the Committee Members 1(a) are authorized to vote Covered Common Stock in favor of the election of one or more Committee Members in elections of directors of the Company. Each Covered Person agrees that this irrevocable proxy may be exercised by the Committee Members with respect to all Covered Common Stock of such Covered Person for the period beginning on the effective date of this Agreement revocable and ending on the earlier of (i) the date this Agreement shall have been terminated pursuant to Section 7.01(a) and (ii) the date of termination of this Agreement as to such Covered Person pursuant to Section 7.01(b). (b) By signing this Agreement or a Joinder, each Covered Person irrevocably appoints and constitutes the Committee Members, acting jointly or each and any of them acting in his or her capacity as a Committee Member in accordance with the other provisions hereof, with full power of substitution and resubstitution, his or her true and lawful attorney-in-fact to direct the voting of any Covered Common Stock held of record by any other Person but beneficially owned by such Covered Person, granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of this Section 2.01 as such Covered Person might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may do or cause to be done by virtue of this power of attorney. It is understood and agreed by each Covered Person that this appointment, empowerment and authorization may be exercised by the aforementioned Persons with respect to all Covered Common Stock of such Covered Person, and held of record by another Person, for the period beginning on the effective date of this Agreement and ending on the earlier of (i) the date this Agreement shall have been terminated pursuant to Section 7.01(a) and (ii) the date of termination of this Agreement as to such Covered Person pursuant to Section 7.01(b). The power of attorney granted by the Covered Person hereunder is a durable power of attorney and shall survive the dissolution or bankruptcy of the Covered Person and shall revoke revokes any and all prior powers of attorney granted by the Covered Person with respect to the shares of Covered Common Stock subject heretosuch proxies.