Common use of Irrevocable Proxy Clause in Contracts

Irrevocable Proxy. Each Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Subject Shares of such Stockholder, or grant a consent or approval in respect of such Subject Shares, in a manner consistent with Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with the execution of the Transaction Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10.

Irrevocable Proxy. Each (a) Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, Company and any individual who shall be designated in writing by WeyerhaeuserCompany, and each of them individually, as such Stockholder’s 's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Subject Shares of such StockholderShares, or grant a consent or approval in respect of such the Subject Shares, at any meeting of stockholders of Parent or at any adjournment thereof or in a any other circumstances upon which their vote, consent or other approval is sought, in the manner consistent with Section 3.01. Each contemplated by Sections 4(a)(i) and 4(a)(ii) hereof. (b) Stockholder represents and warrants that any proxies heretofore given in respect of the Subject Shares are not irrevocable and that any such proxies are hereby revoked. (c) Stockholder understands and acknowledges that Weyerhaeuser Company is entering into the Transaction Merger Agreement in reliance upon such Stockholder’s 's execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 1 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Stockholder hereby further affirms that the irrevocable proxy is given in connection with the execution of the Transaction Agreement, Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 212 of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10.

Irrevocable Proxy. Each (a) Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, Parent and any individual who shall be designated in writing by WeyerhaeuserParent, and each of them individually, as such Stockholder’s 's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Subject Shares of such StockholderShares, or grant a consent or approval in respect of such the Subject Shares, at any meeting of stockholders of Company or at any adjournment thereof or in a any other circumstances upon which their vote, consent or other approval is sought, in the manner consistent with Section 3.01. Each contemplated by Sections 4(a)(i) and 4(a)(ii) hereof. (b) Stockholder represents and warrants that any proxies heretofore given in respect of the Subject Shares are not irrevocable and that any such proxies are hereby revoked. (c) Stockholder understands and acknowledges that Weyerhaeuser Parent is entering into the Transaction Merger Agreement in reliance upon such Stockholder’s 's execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 1 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Stockholder hereby further affirms that the irrevocable proxy is given in connection with the execution of the Transaction Agreement, Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 212 of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10.

Irrevocable Proxy. Each (a) The Stockholder hereby irrevocably grants toappoints Roy ▇. ▇▇▇▇▇▇ ▇▇▇ Bruc▇ ▇▇▇▇▇▇▇▇, ▇▇eir successors or any other designee of Parent, the sole and appointsexclusive and true and lawful proxy, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, as such Stockholder’s proxy agent and attorney-in-fact (of the Stockholder, with full power of substitution), for substitution and in the name, place and stead of such Stockholderresubstitution, to vote or to execute and deliver written consents or otherwise act with respect to all of the Subject Shares of such Stockholder, or grant a consent or approval in respect of such Subject Shares, in as fully, to the same extent and with the same effect as the Stockholder might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a manner consistent with Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given Delaware corporation, but only in connection with the execution approval of the Transaction AgreementMerger Agreement and the Merger and such other matters as may be necessary to effectuate the transactions contemplated under the Merger Agreement (the "Merger Matters") and only in the event the Stockholder does not vote on the Merger Matters, or any of them. (b) The Stockholder shall execute such additional documents and that take such irrevocable proxy is given additional actions as Parent may reasonably request to effectuate or further secure and protect the performance rights of the duties of such Stockholder Parent under this Agreement. Each Section 3. (c) Parent and the Stockholder hereby further affirms intend that the irrevocable this proxy is coupled with an interest in the Shares, and, as a result, this proxy shall be irrevocable until the date this proxy terminates as provided in Section 3(e) hereof, whereupon it shall automatically lapse. (d) The Stockholder hereby revokes any other proxy or proxies to act and may under no circumstances be revoked. Each Stockholder vote on behalf of any and all Shares now or hereafter owned by the Stockholder, and hereby ratifies and confirms all acts and votes that such irrevocable the proxy specified herein may lawfully do or cause to be done perform by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable authorization. (e) This proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy shall terminate and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, revoked upon any termination of this Agreement pursuant to Section 4.105 hereof.

Irrevocable Proxy. Each Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Subject Shares of such StockholderShares, or grant a consent or approval in respect of such the Subject Shares, in a manner consistent with Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with the execution of the Transaction Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the Stockholder has heretofore granted with respect to its Shares. In the event and to the extent that the Stockholder fails to vote the Shares in accordance with Section 3 at any applicable meeting of the stockholders of Parent or pursuant to any applicable written consent of the stockholders of Parent, the Stockholder shall be deemed to have irrevocably grants granted to, and appointsappointed, WeyerhaeuserParent, and any individual designated in writing by Weyerhaeuserit, and each of them individually, as such Stockholder’s his, her or its proxy and attorney-in-fact (with full power of substitution), for and in the its name, place and stead of such Stockholderstead, to vote his, her or its Shares in any action by written consent of Parent stockholders or at any meeting of Parent’s stockholders called with respect to any of the Subject Shares of such Stockholdermatters specified in, or grant a consent or approval and in respect of such Subject Sharesaccordance and consistent with, in a manner consistent with Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery 3 of this Agreement. Each Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement and the Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 5 is given in connection with with, and granted in consideration of, and as an inducement to the execution of Company, Parent and Merger Sub to enter into the Transaction Agreement, Merger Agreement and that such irrevocable proxy is given to secure the performance obligations of the duties of such Stockholder under this AgreementSection 3. Each Except as otherwise provided for herein, the Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies revoked and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable. The irrevocable in accordance with proxy and power of attorney granted herein shall survive the death or incapacity of such Stockholder and the obligations of such Stockholder shall be binding on such Stockholder’s heirs, personal representatives, successors, transferees and assigns. Notwithstanding any other provisions of Section 212(e) of this Agreement, the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding granted hereunder shall automatically terminate upon the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10Agreement.

Irrevocable Proxy. Each Stockholder Shareholder hereby irrevocably grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, Parent as such Stockholder’s proxy and attorney-in-fact (with full power and proxy for and on behalf of substitution)Shareholder, for and in the name, place and stead of such StockholderShareholder, to: (a) attend any and all Company Shareholder Meetings; (b) vote, express consent or dissent or issue instructions to the record holder to vote the Subject Shares in accordance with the provisions of Section 2 at any such Stockholdermeeting; and (c) grant or withhold, or issue instructions to the record holder to grant a consent or approval withhold, in accordance with the provisions of Section 2, all written consents with respect of such to the Subject Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, in a manner consistent with Section 3.01. Each Stockholder understands is irrevocable (and acknowledges that Weyerhaeuser is entering into as such shall survive and not be affected by the Transaction death, incapacity, mental illness or insanity of Shareholder) until the end of the Agreement in reliance Period (as defined below) and shall not be terminated by operation of applicable Law or upon such Stockholder’s execution and delivery the occurrence of any event other than the termination of this AgreementAgreement pursuant to Section 9(d). Each Stockholder Shareholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of the Company. Shareholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 3 is given in connection with and granted in consideration of and as an inducement to Parent entering into the execution of the Transaction Agreement, Merger Agreement and that such irrevocable proxy is given to secure the performance obligations of the duties of such Stockholder Shareholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue Section 2 hereof. Such irrevocable Parent covenants and agrees with Shareholder that Parent will exercise the foregoing proxy is executed and intended to be irrevocable in accordance consistent with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.102 hereof.

Irrevocable Proxy. Each Subject to Section 3(b) above, prior to the Expiration Date, solely in the event of a failure by the Stockholder to act in accordance with the Stockholder’s obligations as to voting pursuant to Section 3(a) no later than the third Business Day prior to any meeting at which the stockholders of the Company will consider and vote on any of the matters described in Section 3(a), the Stockholder hereby irrevocably grants to, and appoints, WeyerhaeuserParent, and any individual designated in writing by WeyerhaeuserParent, and each of them individually, as such the Stockholder’s proxy and attorney-in-fact (with full power of substitutionsubstitution and including for purposes of Section 212 of the DGCL), for and in the name, place and stead of such the Stockholder, to vote the Subject Shares of such StockholderShares, or grant a consent or approval in respect of such Subject the Shares, in a manner consistent with Section 3.01this Agreement. Each The Stockholder understands and acknowledges that Weyerhaeuser Parent is entering into the Transaction Merger Agreement in reliance upon such the Stockholder’s execution and delivery of this Agreement. Each The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 9 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such the Stockholder under this Agreement. Each The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may be revoked only under no the circumstances be revokedset forth in the last sentence of this Section 9. Each The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCLApplicable Law. Each The Stockholder shall, upon written request by WeyerhaeuserParent, as promptly as practicable execute and deliver to Weyerhaeuser Parent a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.029 and is otherwise reasonably acceptable to Parent and the Stockholder. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any the Stockholder, upon the Expiration Date and Parent may terminate any termination of this Agreement proxy granted pursuant to this Section 4.109 at any time at its sole discretion by written notice to the Stockholder.

Irrevocable Proxy. Each Stockholder The Shareholder hereby irrevocably grants to, and appoints, Weyerhaeuserthe Company, and any individual designated in writing by Weyerhaeuserthe Company, and each of them individually, as such Stockholderthe Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholderthe Shareholder, to vote the its Subject Shares of such StockholderShares, or grant a consent or approval in respect of such its Subject Shares, in a manner consistent with Section 3.013.01 if the Shareholder has not voted such Subject Shares in a manner consistent with Section 3.01 at least five (5) Business Days prior to the applicable voting deadline. Each Stockholder The Shareholder understands and acknowledges that Weyerhaeuser is FSI and the Company are entering into the Transaction Merger Agreement in reliance upon such Stockholderthe Shareholder’s execution and delivery of this Agreement. Each Stockholder The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder the Shareholder under this Agreement. Each Stockholder The Shareholder hereby further affirms that the irrevocable proxy set forth in this Section 3.02 is coupled with an interest and may under no circumstances be revoked. Each Stockholder The Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this applicable Laws governing irrevocable proxy set forth in this Section 3.02proxies. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholderthe Shareholder, upon any termination of this Agreement pursuant to Section 4.104.11.

Irrevocable Proxy. Each Company Stockholder hereby irrevocably grants torevokes any and all previous proxies granted with respect to such Company Stockholder’s Subject Securities. By execution of this Agreement, each Company Stockholder hereby appoints and appointsconstitutes Parent, Weyerhaeuseruntil the Expiration Time (at which time this proxy shall automatically be revoked), with full power of substitution and any individual designated in writing by Weyerhaeuser, and each of them individuallyresubstitution, as such Company Stockholder’s proxy true and lawful attorney-in-fact and proxy (which proxy is irrevocable and which appointment is coupled with full power an interest, including for purposes of substitutionSection 212 of the DGCL), for and in to the name, place and stead fullest extent of such Company Stockholder’s rights with respect to the Subject Securities Beneficially Owned by such Company Stockholder, to vote such Subject Securities solely with respect to the matters set forth in Section 3 hereof and each Company Stockholder shall retain the authority to vote its Subject Shares of such Stockholder, or grant a consent or approval Securities in its discretion on all other matters with no power granted to Parent in respect of such Subject Sharesother matters; provided, in a manner consistent with Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms however, that the irrevocable proxy set forth in this Section 3.02 is given in connection with the execution of the Transaction Agreement, and that foregoing shall only be effective if (i) such irrevocable proxy is given to secure the performance of the duties of such Company Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause fails to be done by virtue hereof. Such irrevocable proxy is executed and intended counted as present, to be irrevocable consent or to vote such Subject Securities in accordance with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Agreement and (ii) the Company Stockholders have not been released from their obligations under Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination 3 of this Agreement pursuant to the final proviso thereof. The Company Stockholders and Parent (or its substitute hereunder) shall have the right to vote the Subject Securities in accordance with this Agreement on the matters set forth in Section 4.103 and the Company Stockholders shall be obligated to so vote the Subject Securities.

Irrevocable Proxy. Each The Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, Crown and any individual designated in writing by Weyerhaeuserdesignee of Crown, and each of them individually, as such the Stockholder’s proxy and attorney-in-fact (with full power of substitutionsubstitution and resubstitution), for and in the name, place and stead of such the Stockholder, to vote the Subject Shares of such the Stockholder, or grant a consent or approval in respect of such the Subject Shares, Shares of the Stockholder in a manner consistent with this Section 3.013. Each The Stockholder understands and acknowledges that Weyerhaeuser Crown is entering into the Transaction Merger Agreement in reliance upon such the Stockholder’s execution and delivery of this Agreement. Each The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 3(a) is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such the Stockholder under this Agreement. Each The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each Stockholder shallNotwithstanding anything to the contrary herein, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding granted hereunder shall automatically terminate upon the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10Agreement.

Irrevocable Proxy. Solely for the purpose of effecting the votes or consents in Section 2(a), substantially concurrently with the execution of this Agreement, each Stockholder agrees to deliver to Parent a proxy in the form attached as Exhibit A hereto (the “Proxy”), which shall be irrevocable to the extent permitted by applicable Law, covering all of such Stockholder’s Covered Shares. Parent agrees not to exercise the Proxy for any other purpose. Each Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, and represents to Parent that any individual designated in writing by Weyerhaeuser, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Subject Shares of such Stockholder, or grant a consent or approval proxies heretofore given in respect of such Subject SharesCovered Shares are not irrevocable and that any such proxies are hereby revoked, in a manner consistent with Section 3.01. Each and such Stockholder understands and acknowledges that Weyerhaeuser is entering into agrees to promptly notify the Transaction Agreement in reliance upon Company of such Stockholder’s execution and delivery of this Agreementrevocation. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 Proxy is given in connection with the execution of the Transaction Agreement, Merger Agreement and that such irrevocable proxy the Proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy Proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy the Proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy Without limiting the generality of the foregoing, the Proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 212 of the DGCLDelaware General Corporation Law. Each For the avoidance of doubt, if for any reason the Proxy is not irrevocable, each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver agrees to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth continue to vote its Covered Shares in this accordance with Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.102(a) hereof.

Irrevocable Proxy. Each Stockholder Sponsor hereby irrevocably and unconditionally grants to, and appoints, Weyerhaeuserin the event that Sponsor shall for whatever reason fail to perform any of its obligations under Section 4.1, the Company and any individual designated in writing by Weyerhaeuserthe Company, and each of them individually, as such StockholderSponsor’s lawful attorney and proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such StockholderSponsor, to vote the Subject Shares of such StockholderShares, or grant a written consent or approval in respect of such the Subject Shares, Shares or Subject Warrants in a manner consistent with Section 3.014.1 (the “Irrevocable Power of Attorney”), and execute, deliver and take on Sponsor’s behalf and in the name of Sponsor, all deeds, documents, and steps necessary for obtaining the Acquiror Shareholder Approval as contemplated in Section 4.1. Each Stockholder Sponsor understands and acknowledges that Weyerhaeuser is Acquiror, PubCo and the Company are entering into the Transaction Business Combination Agreement in reliance upon such StockholderSponsor’s execution and delivery of this Agreement. Each Stockholder Sponsor hereby affirms that the irrevocable proxy set forth in this Section 3.02 Irrevocable Power of Attorney is given in connection with the execution of the Transaction Business Combination Agreement, and that such irrevocable proxy power of attorney is given to secure the performance of the duties of such Stockholder Sponsor under this Agreement. Each Stockholder Sponsor hereby further affirms that the irrevocable proxy Irrevocable Power of Attorney is coupled with an a proprietary interest and may under no circumstances be revoked. Each Stockholder Sponsor hereby ratifies and confirms all that such irrevocable proxy the Irrevocable Power of Attorney may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with The Irrevocable Power of Attorney granted hereunder shall only terminate upon the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10Agreement.

Irrevocable Proxy. Each Stockholder In furtherance of the agreements contained in Section 3 of this Agreement, the Voting Shareholder hereby irrevocably grants toto and appoints Parent and each of the executive officers of Parent, and appointsin their respective capacities as officers of Parent, Weyerhaeuseras the case may be, and any individual designated in writing by Weyerhaeuserwho shall hereafter succeed to any such office of Parent, and each of them individually, as such Stockholderthe Voting Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholderthe Voting Shareholder, to vote the all Subject Shares of such StockholderBeneficially Owned by the Voting Shareholder that are outstanding from time to time, to grant or grant withhold a consent or approval in respect of such Subject Shares and to execute and deliver a proxy to vote such Subject Shares, in a each case solely to the extent and in the manner consistent with specified in Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery 3 of this Agreement. Each Stockholder The Voting Shareholder represents and warrants to Parent that all proxies heretofore given in respect of the Subject Shares are not irrevocable and that all such proxies have been properly revoked or are no longer in effect as of the date hereof. The Voting Shareholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 5 is given by the Voting Shareholder in connection with with, and in consideration of, the execution of the Transaction Agreement, Merger Agreement by Parent and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy set forth in this Section 5 is coupled with an interest and and, except as set forth in Section 8 hereof, may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such The irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy set forth in this Section 5 is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 21.369 of the DGCL. Each Stockholder shallTBOC, upon written request by Weyerhaeusersubject, as promptly as practicable execute and deliver however, to Weyerhaeuser a separate written instrument or proxy that embodies automatic termination on the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10Expiration Date.

Irrevocable Proxy. Each (a) Solely in the event of a failure by a Stockholder to timely act in accordance with such Stockholder’s obligations set forth in Section 1.1, the Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuserthe Company, and any individual designated in writing by Weyerhaeuserthe Company, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), substitution and resubstitution) for and in the name, place and stead of such Stockholder’s name, to vote the its Subject Shares of such StockholderSecurities, or grant a consent or approval in respect of such its Subject Shares, Securities in a manner consistent with contemplated by Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. 1.1. (b) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 1.2 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy set forth in this Section 1.2 is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 212 of the DGCL. . (c) Each Stockholder shall, understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon written request by Weyerhaeuser, as promptly as practicable execute such Stockholder’s execution and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms delivery of this irrevocable proxy set forth in this Section 3.02. Agreement. (d) Notwithstanding anything herein to the foregoingcontrary, the proxy and appointment granted hereby by the Stockholder shall be automatically revoked, terminated and of no further force or effect, without any action by any Stockholder, upon any termination of this Agreement pursuant to in accordance with Section 4.105.3 hereof.

Irrevocable Proxy. Each Stockholder (a) In furtherance of the agreements contained in Section 2 hereof, Shareholder hereby irrevocably grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuserappoints the directors on the board of directors or other governing body of Parent (the "Grantees"), and each of them individually, and any individual who shall hereafter succeed to any such position, as such Stockholder’s proxy the sole and attorneyexclusive attorneys-in-fact (with full power and proxies of substitution)Shareholder, for and in the name, place and stead of such StockholderShareholder, with full power of substitution and resubstitution, to vote the Subject Shares of such Stockholdervote, or grant a consent or approval in respect of, or execute and deliver a proxy to vote, the Shares (i) in favor of the approval of the Merger, the Merger Agreement and the other transactions contemplated by the Merger Agreement, (ii) against any Takeover Proposal or any other matter referred to in Section 2(a)(ii) and (iii) in the discretion of the Grantees, with respect to any proposed postponements or adjournments of any annual or special meeting of the shareholders of the Company held in connection with any of the foregoing. (b) Shareholder represents and warrants to Parent that no proxies heretofore given in respect of any or all of the Shares are irrevocable, and that any such Subject Shares, in a manner consistent with Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder proxies are hereby revoked. (c) Shareholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 3 is given in connection with with, and in consideration of, the execution of the Transaction AgreementMerger Agreement by Parent, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. Each Stockholder Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revokedrevoked except as provided in this Agreement. Each Stockholder Shareholder hereby ratifies and confirms all that such irrevocable proxy the Grantees may lawfully do or cause to be done by virtue hereof. Such The irrevocable proxy contained herein is executed and intended to be irrevocable in accordance with Israeli law and the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies General Corporation Law of the terms State of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10Delaware.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the Stockholder has heretofore granted with respect to its Shares. In the event and to the extent that the Stockholder fails to vote the Shares in accordance with Section 4 at any applicable meeting of the stockholders of Merger Partner or pursuant to any applicable written consent of the stockholders of Merger Partner, the Stockholder shall, solely with respect to the matters described in Section 4, be deemed to have irrevocably grants granted to, and appointsappointed, WeyerhaeuserPublic Company, and any individual designated in writing by WeyerhaeuserPublic Company, and each of them individually, as such Stockholder’s his, her or its proxy and attorney-in-fact (with full power of substitution), for and in the its name, place and stead of such Stockholderstead, to vote his, her or its Shares in any action by written consent of Merger Partner stockholders or at any meeting of the Subject Shares Merger Partner stockholders called with respect to any of such Stockholderthe matters specified in, or grant a consent or approval and in respect of such Subject Sharesaccordance and consistent with, in a manner consistent with Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery 4 of this Agreement. Each Stockholder hereby affirms that Public Company agrees not to exercise the irrevocable proxy set forth granted herein for any purpose other than the purposes described in this Section 3.02 is given in connection with the execution of the Transaction Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Except as otherwise provided for herein, the Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies revoked and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the irrevocable. Notwithstanding any other provisions of Section 212(e) of this Agreement, the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding granted hereunder shall automatically terminate upon the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement. For the avoidance of doubt, this Agreement does not, and is not an agreement to, revoke or otherwise terminate any proxy granted by the Stockholder pursuant to Section 4.10the Voting Agreement.

Irrevocable Proxy. Each Stockholder Such Shareholder hereby unconditionally and irrevocably grants to, and appoints, Weyerhaeuser, SPAC and any individual designated in writing by WeyerhaeuserSPAC, and each of them individually, as such StockholderShareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such StockholderShareholder, to vote the Subject Shares of such StockholderShares, or grant a written consent or approval in respect of such the Subject Shares, Shares in a manner consistent with this Section 3.015(a). Each Stockholder Such Shareholder understands and acknowledges that Weyerhaeuser SPAC is entering into the Transaction Business Combination Agreement in reliance upon such StockholderShareholder’s execution and delivery of this Agreement. Each Stockholder Such Shareholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 5(a)(4) is given in connection with the execution of the Transaction Business Combination Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. Each Stockholder Such Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder Such Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such SUCH IRREVOCABLE PROXY IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF THE POWERS OF ATTORNEY ACT OF THE CAYMAN ISLANDS (REVISED). The irrevocable proxy is executed and intended to be irrevocable in accordance with granted hereunder shall only terminate upon the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10Agreement.

Irrevocable Proxy. (i) Each Stockholder hereby irrevocably grants to, to and appoints, Weyerhaeuserand hereby authorizes and empowers, the Company, and any individual designated in writing by Weyerhaeuserit, and each of them individually, as such the Stockholder’s sole and exclusive proxy and attorney-in-fact (with full power of substitutionsubstitution and resubstitution), for and in the Stockholder’s name, place and stead of such Stockholderstead, to vote and exercise all voting and related rights (to the Subject fullest extent that the Stockholder is entitled to do so) with respect to its Shares at any meeting of the stockholders of the Company called, and in every written consent in lieu of such Stockholdermeeting, or grant a consent or approval with respect to any of the matters specified in, and in respect accordance and consistent with, clauses (i) and (ii) of such Subject Shares, in a manner consistent with Section 3.012(a). The Stockholder may vote the Shares on all other matters not contemplated by clauses (i) and (ii) of Section 2(a). (ii) Each Stockholder understands and acknowledges that Weyerhaeuser is the Investors and the Company are entering into the Transaction Purchase Agreement in reliance upon such the Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with 2(d) constitutes an inducement for the execution of Investors and the Transaction Agreement, and that such irrevocable proxy is given Company to secure enter into the performance of the duties of such Stockholder under this Purchase Agreement. Each Except as otherwise provided for herein, the Stockholder hereby further (a) affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby , (b) ratifies and confirms all that such irrevocable proxy the proxies appointed hereunder may lawfully do or cause to be done by virtue hereof. Such ; and (c) affirms that such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies Delaware General Corporation Law. (iii) Upon the terms execution of this Agreement by the Stockholder, the Stockholder hereby revokes any and all prior proxies or powers of attorney given by the Stockholder with respect to the Shares. The Stockholder acknowledges and agrees that no subsequent proxies with respect to such Shares shall be given, and if given, shall not be effective or ineffective ab initio All authority conferred herein shall be binding upon and enforceable against any successors or assigns of the Stockholder and any transferees of the Shares. Notwithstanding any other provisions of this Agreement, the irrevocable proxy set forth in this Section 3.02. Notwithstanding granted hereunder shall automatically terminate upon the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to in accordance with Section 4.106(m).

Irrevocable Proxy. Each Stockholder Such Limited Partner hereby irrevocably grants to, and appoints, WeyerhaeuserAbraxas, and any individual designated in writing by WeyerhaeuserAbraxas, and each of them individually, as such StockholderLimited Partner’s proxy and attorney-in-fact (with full power of substitutionsubstitution and resubstitution), for and in the name, place and stead of such Stockholderthe Limited Partner, to vote the Subject Shares of such StockholderUnits, or grant a consent or approval in respect of such the Subject Shares, Units in a manner consistent with this Section 3.011.1. Each Stockholder Such Limited Partner understands and acknowledges that Weyerhaeuser Abraxas is entering into this Agreement and the Transaction Merger Agreement in reliance upon such StockholderLimited Partner’s execution and delivery of this Agreement. Each Stockholder Such Limited Partner hereby affirms that the irrevocable proxy set forth in this Section 3.02 1.1 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Limited Partner under this Agreement. Each Stockholder Such Limited Partner hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder Such Limited Partner hereby ratifies and confirms all that such irrevocable the proxy and attorney-in-fact may lawfully do or cause to be done by virtue hereofthe matters set forth in this irrevocable proxy. Such irrevocable proxy is executed and intended to be irrevocable. The irrevocable in accordance with proxy granted hereunder shall automatically terminate upon the provisions termination of Section 212(e) this Agreement. Upon delivery of the DGCL. Each Stockholder shall, upon written request to do so by WeyerhaeuserAbraxas, each such Limited Partner shall as promptly as practicable execute and deliver to Weyerhaeuser Abraxas a separate written instrument or proxy that embodies the terms of this the irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.101.1.

Irrevocable Proxy. Each Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuserthe Company, and any individual designated in writing by Weyerhaeuserthe Company, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the its Subject Shares of such StockholderShares, or grant a consent or approval in respect of such its Subject Shares, in a manner consistent with Section 3.013.01 if such Stockholder has not voted such Subject Shares in a manner consistent with Section 3.01 at least five (5) Business Days prior to the applicable voting deadline. Each Stockholder understands and acknowledges that Weyerhaeuser the Company is entering into the Transaction Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy set forth in this Section 3.02 is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.104.11.

Irrevocable Proxy. Each In order to secure the performance of such Stockholder’s obligations under this Agreement, by entering into this Agreement, such Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and a proxy appointing each executive officer of them individually, Purchaser as such Stockholder’s proxy and attorney-in-fact (and proxy, with full power of substitution)substitution and resubstitution, for and in the its name, place and stead to vote, express consent or dissent, or otherwise to utilize such voting power to the full extent of such Stockholder, Stockholders’ voting rights with respect to vote the all such Stockholders’ Subject Shares (which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of Section 212 of the DGCL) to vote, and to execute written consents with respect to, all such Stockholder, or grant a consent or approval Stockholders’ Subject Shares solely on the matters described in respect of such Subject Shares, in a manner consistent with Section 3.011.2. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Such Stockholder hereby further affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with the execution of the Transaction Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms Agreement and that the such irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue pursuant to the terms hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 212 of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby by such Stockholder pursuant to this Section 1.3 shall be automatically revokedterminate, without any notice or other action by any Stockholderperson, upon any termination of this Agreement pursuant in accordance with its terms. Such Stockholder hereby revokes any and all previous proxies granted with respect to its Subject Shares. If any Stockholder is the beneficial owner, but not the record owner, of any of the Subject Shares, such Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy conforming to the above provisions of this Section 4.101.3. Each Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with its terms. Parent may terminate this proxy with respect to a Stockholder at any time at its sole election by written notice provided to such Stockholder.

Irrevocable Proxy. Each Stockholder Shareholder, revoking (or causing to be revoked) any proxies that he or it has heretofore granted, hereby irrevocably grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, appoints Parent as such Stockholder’s proxy and attorney-in-fact (with full power and proxy for and on behalf of substitution)such Shareholder, for and in the name, place and stead of such StockholderShareholder, to: (a) attend any and all Company Shareholder Meetings; (b) vote, express consent or dissent or issue instructions to the record holder to vote such Shareholder’s Shares in accordance with the provisions of Section 4(b) at any such meeting; and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4, all written consents with respect to the Shares. The foregoing proxy shall be deemed to be 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 Shareholder) until the end of the Agreement Period and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 13(d). Each Shareholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to vote revoke any substitution and to file this proxy and any substitution or revocation with the Subject Shares Secretary of such Stockholder, or grant a consent or approval in respect of such Subject Shares, in a manner consistent with Section 3.01the Company. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder Shareholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 5 is given in connection with and granted in consideration of and as an inducement to Parent entering into the execution of the Transaction Agreement, Merger Agreement and that such irrevocable proxy is given to secure the performance obligations of the duties of such Stockholder Shareholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue Section 4 hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this The irrevocable proxy set forth in this Section 3.02. Notwithstanding 5 is executed and intended to be irrevocable, subject, however, to automatic termination upon the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.1013(d). Parent covenants and agrees with each Shareholder that Parent will exercise the foregoing proxy consistent with the provisions of Section 4 hereof.

Irrevocable Proxy. Each Stockholder hereby irrevocably grants toIn order to secure the obligation of each holder of Shares to vote his, her or its Shares and appointsother voting securities of the Company in accordance with Section 3A and Section 3B, Weyerhaeuserfor so long as TPG has the right to designate at least one (1) director for nomination under this Agreement, each holder of Shares appoints TPG as his, her or its true and any individual designated in writing by Weyerhaeuser, and each of them individually, as such Stockholder’s lawful proxy and attorney-in-fact (fact, with full power of substitution), for and in the name, place and stead of such Stockholder, to vote all of his, her or its Shares and other voting securities of the Subject Shares of such StockholderCompany (whether now owned or hereafter acquired) for all matters in connection therewith; provided, or grant a consent or approval in respect of such Subject Shareshowever, in a manner consistent with Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth granted to TPG by an Additional Stockholder hereunder shall automatically terminate at such time as such Additional Stockholder becomes a Terminated Stockholder (as defined in Section 3J below). TPG may exercise the irrevocable proxy granted to it hereunder at any time that the vote, consent or approval of any holder of Shares may be required pursuant Section 3A and Section 3B. The proxies and powers granted by each such Stockholder pursuant to this Section 3.02 is given in connection 3I are coupled with the execution of the Transaction Agreement, an interest and that such irrevocable proxy is are given to secure the performance of the duties of each such Stockholder Stockholder’s obligations under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest Such proxies and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to powers shall be irrevocable in accordance with and shall survive the provisions death, incompetency, disability, bankruptcy or dissolution of Section 212(e) such Stockholder and the subsequent holders of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument such Stockholder’s Shares or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10other voting securities.

Irrevocable Proxy. Each Stockholder hereby revokes (and agrees to take all actions necessary (to the extent this Agreement is insufficient) to cause to be revoked)) any proxies that such Stockholder has heretofore granted with respect to its Subject Shares and hereby irrevocably grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, appoints Parent as such Stockholder’s proxy and attorney-in-fact (with full power and proxy for and on behalf of substitution)such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all Stockholder Meetings, (b) vote, express consent or dissent or issue instructions to the record holder to vote the Subject Shares of such Stockholder, or grant a consent or approval in respect of such Subject Shares, in a manner consistent with Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution Subject Shares in accordance with the provisions of Section 2.1 at any and delivery all Stockholder Meetings or in connection with any action sought to be taken by written consent of the stockholders of the Company without a meeting and (c) grant or withhold, consistent with the provisions of Section 2.1, all written consents with respect to its Subject Shares at any and all Stockholder Meetings or in connection with any action sought to be taken by written consent without a meeting. Parent shall not exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable until the termination of this AgreementAgreement and shall not be terminated by operation of law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 5.2. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 2.4 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Subsidiary to enter into the execution of the Transaction Agreement, Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties obligations of such Stockholder under Section 2.1. The proxy set forth in this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy Section 2.4 is executed and intended to be irrevocable in accordance with irrevocable, subject, however, to its automatic termination upon the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.105.2.

Irrevocable Proxy. Each Stockholder (a) Solely for the purpose of facilitating the enforcement of each Principal Shareholder’s obligations under Section 3(b) of this Agreement, each Principal Shareholder hereby irrevocably grants to, and appoints, Weyerhaeuser▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ and any other individual who shall hereafter be designated in writing by WeyerhaeuserAcquisition Corp., and each of them individually, as such StockholderPrincipal Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such StockholderPrincipal Shareholder, to vote all of the Subject Principal Shareholder Shares of such StockholderPrincipal Shareholder, or grant a consent or approval in respect of such Subject Principal Shareholder Shares, at any meeting of shareholders of the Company or at any adjournment thereof or in a manner consistent with Section 3.01. any other circumstances upon which their vote, consent or other approval is sought in favor of the Merger Agreement and the Transactions and against any Acquisition Proposal and any Frustrating Transaction. (b) Each Stockholder understands Principal Shareholder represents that none of the proxies (if any) heretofore given in respect of any of the Principal Shareholder Shares of such Principal Shareholder are irrevocable, and acknowledges each such Principal Shareholder agrees that Weyerhaeuser is entering into the Transaction Agreement in reliance upon all such Stockholder’s execution and delivery of this Agreement. proxies (if any) are hereby revoked. (c) Each Stockholder Principal Shareholder hereby affirms that the irrevocable proxy set forth granted by such Principal Shareholder in this Section 3.02 5 is given coupled with an interest and is irrevocable until the earlier of (i) such time as this Agreement terminates in accordance with its terms and (ii) consummation of the Merger in accordance with the terms of the Merger Agreement. Each Principal Shareholder hereby further affirms that the proxy granted by such Principal Shareholder in this Section 5 is granted in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Principal Shareholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy , and therefore is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10interest.

Irrevocable Proxy. Each The Stockholder hereby irrevocably grants to, and appoints, Weyerhaeusereach officer of ▇▇▇▇▇▇, and any other individual designated in writing by Weyerhaeuser▇▇▇▇▇▇, and each of them individually, as such the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such the Stockholder, to vote the its Subject Shares of such StockholderShares, or grant a consent or approval in respect of such its Subject Shares, in a manner consistent with Section 3.01, and subject to the limitations described in Section 3.01(b), if and only if the Stockholder has not voted or caused to be voted such Subject Shares in a manner consistent with Section 3.01 at least five (5) Business Days prior to the applicable voting deadline. Each The Stockholder understands and acknowledges that Weyerhaeuser ▇▇▇▇▇▇ is entering into the Transaction Merger Agreement in reliance upon such the Stockholder’s execution and delivery of this Agreement. Each The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such the Stockholder under this Agreement. Each The Stockholder hereby further affirms that the irrevocable proxy set forth in this Section 3.02 is coupled with an interest and may under no circumstances be revoked. Each The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 78.355 of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02Nevada Corporate Law. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any the Stockholder, upon any termination of this Agreement pursuant to Section 4.104.11.

Irrevocable Proxy. Each Stockholder In order to secure the performance of such Shareholder’s obligations under this Agreement, by entering into this Agreement, such Shareholder hereby irrevocably grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and a proxy appointing each executive officer of them individually, Purchaser as such StockholderShareholder’s proxy and attorney-in-fact (and proxy, with full power of substitution), for and in the its name, place and stead of such Stockholderto vote, to vote the Subject Shares of such Stockholderexpress consent or dissent, or grant a consent or approval in respect of otherwise to utilize such Subject Sharesvoting power, in a each case, in the manner consistent with contemplated by Section 3.014.1. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder Such Shareholder hereby further affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with the execution of the Transaction Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. Each Stockholder hereby further affirms Agreement and that the such irrevocable proxy is coupled with an interest and may under no circumstances be revoked, subject to Section 5.13. Each Stockholder Such Shareholder hereby further acknowledges that such irrevocable proxy is granted in consideration of Parent and Purchaser entering into the Merger Agreement. Such Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue pursuant to the terms hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e705(e) of the DGCLCGCL. Each Stockholder shall, upon written request The proxy granted by Weyerhaeuser, as promptly as practicable execute and deliver such Shareholder pursuant to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby 4.2 shall be automatically revokedterminate, without any notice or other action by any Stockholderperson, upon any termination of this Agreement pursuant in accordance with its terms. Such Shareholder hereby revokes any and all previous proxies granted with respect to its Subject Shares. If any Shareholder is the beneficial owner, but not the record owner, of any of the Subject Shares, such Shareholder shall cause the record owner thereof to execute and grant an irrevocable proxy conforming to the above provisions of this Section 4.104.2.

Irrevocable Proxy. Each Stockholder The Shareholder hereby irrevocably grants to, and appoints, WeyerhaeuserParent, and any individual designated in writing by WeyerhaeuserParent, and each of them individually, as such Stockholderthe Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholderthe Shareholder, to vote the Subject Shares of such StockholderShares, or grant a consent or approval in respect of such Subject the Shares, in a manner consistent with this Agreement, provided, however, for the avoidance of doubt, that such proxy and voting and related rights are expressly limited to those matters set forth in clauses (i), (ii), and (iii) of Section 3.013(a) that are, during the term of this Agreement presented for consideration to the Company’s shareholders generally and the Shareholder shall retain at all times the right to vote its Shares (or to direct how its Shares shall be voted) in its sole discretion and without any other limitation on any other matters. Each Stockholder The Shareholder understands and acknowledges that Weyerhaeuser Parent is entering into the Transaction Merger Agreement in reliance upon such Stockholderthe Shareholder’s execution and delivery of this Agreement. Each Stockholder The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 7 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder the Shareholder under this Agreement. Each Stockholder The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may be revoked only under no the circumstances be revokedset forth in the last sentence of this Section 7. Each Stockholder The Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) Applicable Law and Bye-Law 31.5 of the DGCLCompany’s amended and restated bye-laws. Each Stockholder The Shareholder shall, upon written request by WeyerhaeuserParent, as promptly as practicable execute and deliver to Weyerhaeuser Parent a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.027. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholderthe Shareholder, upon any termination of this Agreement pursuant to Section 4.1013.

Irrevocable Proxy. Each Stockholder In order to secure the performance of the Securityholder’s obligations under this Agreement, by entering into this Agreement, the Securityholder hereby irrevocably grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, a proxy appointing such persons as such StockholderPurchaser designates as the Securityholder’s proxy and attorney-in-fact (and proxy, with full power of substitution), for and in the his name, place and stead of such Stockholder▇▇▇▇▇, to vote vote, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 4.01 as such attorney-in-fact and proxy, in his or her sole discretion, deems proper with respect to the Securityholder’s Subject Shares until the termination of such Stockholder, or grant a consent or approval this Agreement in accordance with Section 5.03 hereof. The Securityholder hereby revokes any and all previous proxies granted with respect of such to his Subject Shares, in a manner consistent with Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder The Securityholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 4.02 is given in connection with the execution of the Transaction Agreement, Merger Agreement and that such irrevocable proxy is given to secure granted in consideration of Purchaser entering into this Agreement and Purchaser and Merger Sub entering into the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further Merger Agreement and affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, except that this irrevocable proxy shall be revoked automatically, without any notice or other action by any person, upon the termination of this Agreement in accordance with Section 5.03 hereof. Each Stockholder The Securityholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such This proxy and power of attorney is irrevocable proxy and coupled with an interest and is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCLirrevocable. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable The Securityholder shall execute and deliver to Weyerhaeuser a separate written instrument or Purchaser any proxy cards that embodies the terms Securityholder receives to vote in favor of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, adoption of the proxy Merger Agreement and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10the transactions contemplated thereby.

Irrevocable Proxy. Each The Stockholder hereby irrevocably grants to, and appoints, WeyerhaeuserParent, and any individual designated in writing by WeyerhaeuserParent, and each of them individually, as such the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such the Stockholder, to vote the Subject Shares of such StockholderShares, or grant a consent or approval in respect of such the Subject Shares, Shares in a manner consistent with this Section 3.013(b). Each The Stockholder understands and acknowledges that Weyerhaeuser Parent is entering into the Transaction Merger Agreement in reliance upon such the Stockholder’s execution and delivery of this Agreement. Each The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 3(b) is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such the Stockholder under this Agreement. Each The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement. Upon delivery of written request to do so by WeyerhaeuserParent, each such Stockholder shall as promptly as practicable execute and deliver to Weyerhaeuser Parent a separate written instrument or proxy that embodies the terms of this the irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.103(b).

Irrevocable Proxy. Each Stockholder In furtherance of the agreements contained in Section 3 of this Agreement, each Voting Shareholder hereby irrevocably grants toto and appoints Parent and each of the executive officers of Parent, and appointsin their respective capacities as officers of Parent, Weyerhaeuseras the case may be, and any individual designated in writing by Weyerhaeuserwho shall hereafter succeed to any such office of Parent, and each of them individually, as such StockholderVoting Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such StockholderVoting Shareholder, to vote the all Subject Shares of Beneficially Owned by such StockholderVoting Shareholder that are outstanding from time to time and that the Voting Shareholder has the power to vote, to grant or grant withhold a consent or approval in respect of such Subject Shares and to execute and deliver a proxy to vote such Subject Shares, in a each case solely to the extent and in the manner consistent with specified in Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery 3 of this Agreement. Each Stockholder Voting Shareholder represents and warrants to Parent that all proxies heretofore given in respect of the Subject Shares that the Voting Shareholder has the power to vote are not irrevocable and that all such proxies have been properly revoked or are no longer in effect as of the date hereof. Each Voting Shareholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 5 is given by such Voting Shareholder in connection with with, and in consideration of, the execution of the Transaction Agreement, Merger Agreement by Parent and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy set forth in this Section 5 is coupled with an interest and and, except as set forth in Section 8 hereof, may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such The irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy set forth in this Section 5 is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 21.369 of the DGCL. Each Stockholder shallTBOC, upon written request by Weyerhaeusersubject, as promptly as practicable execute and deliver however, to Weyerhaeuser a separate written instrument or proxy that embodies automatic termination on the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10Expiration Date.

Irrevocable Proxy. Each (a) Solely in the event of a failure by the Stockholder to timely act in accordance with the Stockholder’s obligations set forth in Section 1.1, the Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuserthe Company, and any individual designated in writing by Weyerhaeuserthe Company, and each of them individually, as such the Stockholder’s proxy and attorney-in-fact (with full power of substitution), substitution and resubstitution) for and in the Stockholder’s name, place and stead of such Stockholder, to vote the its Subject Shares of such StockholderSecurities, or grant a consent or approval in respect of such its Subject Shares, Securities in a manner consistent with contemplated by Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each 1.1. (b) The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 1.2 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such the Stockholder under this Agreement. Each The Stockholder hereby further affirms that the irrevocable proxy set forth in this Section 1.2 is coupled with an interest and may under no circumstances be revoked. Each The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 212 of the DGCL. Each . (c) The Stockholder shall, understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon written request by Weyerhaeuser, as promptly as practicable execute the Stockholder’s execution and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms delivery of this irrevocable proxy set forth in this Section 3.02. Agreement. (d) Notwithstanding anything herein to the foregoingcontrary, the proxy and appointment granted hereby by the Stockholder shall be automatically revoked, terminated and of no further force or effect, without any action by any the Stockholder, upon any termination of this Agreement pursuant to in accordance with Section 4.105.3 hereof.

Irrevocable Proxy. Each Stockholder (a) In furtherance of the agreements contained in this Agreement, each Shareholder hereby irrevocably grants to, and appoints, WeyerhaeuserParent and F▇▇▇ ▇. ▇▇▇▇▇, Chief Executive Officer of Parent, M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Chief Financial Officer of Parent, and C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of Parent, in their respective capacities of Parent, and any individual designated in writing by Weyerhaeuserwho shall hereafter succeed to any such position of Parent, and each of them individually, as such StockholderShareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such StockholderShareholder, to vote the Subject Shares all shares of such StockholderShareholder’s Owned Shares or Company Common Stock over which such Shareholder has voting power, or grant a consent or approval in respect of such Subject Sharesshares, or execute and deliver a proxy to vote such shares, (i) in favor of adopting the Merger Agreement and approving the transactions contemplated thereby, including the Merger, and (ii) against any Alternative Transaction Proposal with a manner consistent Person other than Parent or Acquisition Co. or any other matter referred to in clause (b) of Section 5 hereof; provided, that such proxy shall not be effective if Shareholder’s agreement to vote or consent as described above shall not be effective pursuant to Section 5. For the avoidance of doubt, the proxy granted by each Shareholder pursuant to this Section 8(a) is not granted with Section 3.01. Each Stockholder understands respect to any matter other than those matters set forth in items (i) and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery (ii) of this Agreement. Section 8(a). (b) Each Stockholder Shareholder represents and warrants to Parent and Acquisition Co. that any proxies heretofore given by it in respect of shares of Company Common Stock are not irrevocable, and that any such proxies are hereby revoked, and agrees to communicate in writing notice of revocation of such proxies to the relevant proxy holders. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 8(a) is given in connection with with, and in consideration of, the execution of the Transaction AgreementMerger Agreement by Parent and Acquisition Co., and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. Each Stockholder Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder Such Shareholder hereby ratifies and confirms all that such irrevocable proxy proxyholder may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 302A.449 of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth Minnesota Business Corporation Act. (d) Nothing contained in this Section 3.02. Agreement shall give Parent or Acquisition Co. the right to control or direct the Company or the Company’s operations. (e) Notwithstanding the foregoing, at no time and in no event shall the proxy total number of shares of the Company’s capital stock subject to this Section 8 exceed the Maximum Restricted Amount. In the event that the total number of shares of Company Common Stock subject to this Section 8 exceeds the Maximum Restricted Amount, then the aforementioned attorneys and appointment granted hereby proxies shall determine, in their sole and absolute discretion determined by majority vote, those Owned Shares that are to be subject to this Section 8 and shall release the excess shares from the restrictions of this Section 8. The attorneys and proxies, upon such determination, shall notify holders of released shares. Upon such release, such shareholders shall be automatically revokedentitled to vote such shares or to direct the attorneys and proxies to vote such shares at their direction. Acquisition Co., without any action by any Stockholderin its sole and absolute discretion, upon any termination shall make the determination of this Agreement whether shares of Company Common Stock subject to restriction pursuant to this Section 4.108 have equaled or exceeded the Maximum Restricted Amount.

Irrevocable Proxy. (a) Each Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and any individual designated in writing by Weyerhaeuser▇▇▇▇ ▇▇▇▇▇▇▇, and each of them individuallyindividually (both of whom are designees of Cerberus), as such Stockholder’s 's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or cause to be voted the Subject Shares of such StockholderSecurities, or grant a consent or approval in respect of such Subject Sharesthe Securities at any meeting of the stockholders of the Company or at any adjournment or postponement thereof, (i) in favor of the approval of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof; (ii) against any other Acquisition Proposal or any action or agreement that would result in a manner breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (iii) otherwise in accordance and consistent with Section 3.01. 5 hereof. (b) Each Stockholder understands represents that any proxies heretofore given in respect of the Existing Shares are not irrevocable, and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. proxies either have been or are hereby revoked. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 6 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances not be revoked, except by amendment, modification or termination effected in accordance with Section 10(c) hereof. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10.Article 2.29

Irrevocable Proxy. Each Subject to the representation made in the last sentence of Section 2 of this Agreement remaining true and accurate and the covenant made in the last sentence of Section 5 of this Agreement being performed in all respects, the Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser▇▇▇▇▇▇▇▇▇, and any individual designated in writing by Weyerhaeuser▇▇▇▇▇▇▇▇▇, and each of them individually, as such the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such the Stockholder, to vote the Subject Shares of such StockholderShares, or grant a consent or approval in respect of such the Subject Shares, Shares in a manner consistent with this Section 3.013(a). Each The Stockholder understands and acknowledges that Weyerhaeuser ▇▇▇▇▇▇▇▇▇ is entering into the Transaction Merger Agreement in reliance upon such the Stockholder’s execution and delivery of this Agreement. Each The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 3(a) is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such the Stockholder under this Agreement. Each The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each For the avoidance of doubt, the Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies may vote the terms of this irrevocable proxy Subject Shares on all matters other than those set forth in this Section 3.023(a)(4). Notwithstanding the foregoing, the The irrevocable proxy and appointment power of attorney granted hereby hereunder shall be automatically revoked, without any action by any Stockholder, terminate upon any the termination of this Agreement pursuant to Section 4.10Agreement.

Irrevocable Proxy. Each Prior to the Expiration Date, in the event of a failure by Stockholder to act in accordance with Stockholder’s obligations as to voting pursuant to Section 3.1 no later than the third Business Day prior to any meeting at which the stockholders of the Company will consider and vote on any of the Covered Proposals, Stockholder hereby irrevocably grants to, and appoints, WeyerhaeuserParent, and any individual designated in writing by WeyerhaeuserParent, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitutionsubstitution and including for purposes of Section 212 of the DGCL), for and in the name, place and stead of such Stockholder, to vote the Subject Shares of such StockholderCovered Securities, or grant a consent or approval in respect of such Subject Sharesthe Covered Securities, with respect to the Covered Proposals in a manner consistent accordance with Section 3.013.1. Each Stockholder understands and acknowledges that Weyerhaeuser Parent is entering into the Transaction Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 5.22 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may be revoked only under no the circumstances be revokedset forth in the last sentence of this Section 5.22. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCLapplicable Law. Each Stockholder shall, upon written request by WeyerhaeuserParent, as promptly as practicable practicable, execute and deliver to Weyerhaeuser Parent a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.025.22. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon the Expiration Date, and Parent may terminate any termination of this Agreement proxy granted pursuant to this Section 4.105.22 at any time at its sole discretion by written notice to Stockholder.

Irrevocable Proxy. Each (i) In furtherance of the agreements contained in Section 3(a) of this Agreement, the Stockholder hereby irrevocably (to the extent set forth herein) grants to, and appoints, WeyerhaeuserParent and JRH Bond, Group Chairman of Parent, ▇▇ ▇▇▇▇▇▇▇, Group Chief Executive Officer of Parent, and ▇▇ ▇▇▇▇▇, Group Finance Director of Parent, in their respective capacities as officers of Parent, and any individual designated in writing by Weyerhaeuserwho shall hereafter succeed to any such office of Parent, and each of them individually, as such Stockholder’s 's proxy and attorney-inif-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Subject Shares all shares of such Common Stock beneficially owned by Stockholder, or grant a consent or approval in respect of such Subject Sharesshares, or execute and deliver a proxy to vote such shares, (x) in favor of the Merger and the Merger Agreement and approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement and (y) against any Alternative Transaction or any other matter referred to in Section 3(a)(ii) hereof, in a manner consistent with each case to the extent the Stockholders Parties are required to so vote under Section 3.01. Each 3. (ii) The Stockholder understands represents and acknowledges warrants to Parent and Sub that Weyerhaeuser is entering into the Transaction Agreement any proxies heretofore given in reliance upon respect of its Owned Shares are not irrevocable, and that any such Stockholder’s execution and delivery of this Agreement. Each proxies are hereby revoked. (iii) The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 6(a) is given in connection with with, and in consideration of, the execution of the Transaction AgreementMerger Agreement by Parent, and that such irrevocable proxy is given to secure the performance of the duties of such the Stockholder under this Agreement. Each The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 2-507 of the DGCLMaryland General Corporation Law. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or The proxy that embodies the terms of this irrevocable proxy set forth granted in this Section 3.02. Notwithstanding the foregoing, the 6(a) shall remain valid until terminated pursuant to Section 12 hereof. (b) The irrevocable proxy granted pursuant to Section 6(a) shall automatically terminate and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, revoked upon any termination of this Agreement pursuant to Section 4.10in accordance with its terms.

Irrevocable Proxy. Each Stockholder Sponsor hereby irrevocably grants to, and appoints, Weyerhaeuser, the Company and any individual designated in writing by Weyerhaeuserthe Company, and each of them individually, as such StockholderSponsor’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such StockholderSponsor, to vote the Subject Shares of such StockholderShares, or grant a written consent or approval in respect of such the Subject Shares, Shares in a manner consistent with this Section 3.014(a). Each Stockholder Sponsor understands and acknowledges that Weyerhaeuser is the Company and SPAC are entering into the Transaction Business Combination Agreement in reliance upon such StockholderSponsor’s execution and delivery of this Agreement. Each Stockholder Sponsor hereby affirms that the irrevocable proxy set forth in this Section 3.02 4(a)(4) is given in connection with the execution of the Transaction Business Combination Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Sponsor under this Agreement. Each Stockholder Sponsor hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder Sponsor hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such SUCH IRREVOCABLE PROXY IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF THE POWERS OF ATTORNEY ACT OF THE CAYMAN ISLANDS (REVISED). The irrevocable proxy is executed and intended to be irrevocable in accordance with granted hereunder shall only terminate upon the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10Agreement.

Irrevocable Proxy. Each The Stockholder hereby irrevocably grants to, and appoints, WeyerhaeuserParent, and any individual designated in writing by WeyerhaeuserParent, and each of them individually, as such the Stockholder’s proxy and attorney-in-fact (with full power of substitutionsubstitution and resubstitution), for and in the name, place and stead of such the Stockholder, to vote the Subject Shares of such StockholderShares, or grant a consent or approval in respect of such the Subject Shares, Shares in a manner consistent with this Section 3.013(b). Each The Stockholder understands and acknowledges that Weyerhaeuser Parent is entering into the Transaction Merger Agreement in reliance upon such the Stockholder’s execution and delivery of this Agreement. Each The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 3(b) is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such the Stockholder under this Agreement. Each The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each The Stockholder hereby ratifies and confirms all that such irrevocable the proxy and attorney-in-fact may lawfully do or cause to be done by virtue hereofthe matters set forth in this irrevocable proxy. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement. Upon delivery of written request to do so by WeyerhaeuserParent, each such Stockholder shall as promptly as practicable execute and deliver to Weyerhaeuser Parent a separate written instrument or proxy that embodies the terms of this the irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.103(b).

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that it has heretofore granted. Each Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, appoints Parent as such Stockholder’s proxy and attorney-in-fact (with full power and proxy for and on behalf of substitution)such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all Company Stockholder Meetings; (b) vote, express consent or dissent or issue instructions to the record holder to vote such Stockholder’s Subject Shares in accordance with the provisions of Section 3 at any and all Company Stockholder Meetings; and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 3, all written consents with respect to the Subject Shares at any and all Company Stockholder Meetings. The foregoing proxy shall be deemed to be 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, ) until the end of the Agreement Period (as defined below) and shall not be terminated by operation of Law or grant a consent or approval in respect upon the occurrence of such Subject Shares, in a manner consistent with any other event other than the termination of this Agreement pursuant to Section 3.0112(d). Each Stockholder understands authorizes such attorney and acknowledges that Weyerhaeuser is entering into proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Transaction Agreement in reliance upon such Stockholder’s execution and delivery Secretary of this Agreementthe Company. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 4 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub entering into the execution of the Transaction Agreement, Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties obligations of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue Section 3 hereof. Such irrevocable Parent covenants and agrees with each Stockholder that Parent will exercise the foregoing proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.103 hereof.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the Stockholder has heretofore granted with respect to its Shares. In the event and to the extent that the Stockholder fails to vote the Shares in accordance with Section 3 at any applicable meeting of the stockholders of Company or pursuant to any applicable written consent of the stockholders of Company, the Stockholder shall be deemed to have irrevocably grants granted to, and appointsappointed, WeyerhaeuserCompany, and any individual designated in writing by Weyerhaeuserit, and each of them individually, as such Stockholder’s his, her or its proxy and attorney-in-fact (with full power of substitution), for and in the its name, place and stead of such Stockholderstead, to vote his, her or its Shares in any action by written consent of Company stockholders or at any meeting of Company’s stockholders called with respect to any of the Subject Shares of such Stockholdermatters specified in, or grant a consent or approval and in respect of such Subject Sharesaccordance and consistent with, in a manner consistent with Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery 3 of this Agreement. Each Company agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement and the Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 5 is given in connection with with, and granted in consideration of, and as an inducement to the execution of Company, Parent and Merger Sub to enter into the Transaction Agreement, Merger Agreement and that such irrevocable proxy is given to secure the performance obligations of the duties of such Stockholder under this AgreementSection 3. Each Except as otherwise provided for herein, the Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies revoked and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable. The irrevocable in accordance with proxy and power of attorney granted herein shall survive the death or incapacity of such Stockholder and the obligations of such Stockholder shall be binding on such Stockholder’s heirs, personal representatives, successors, transferees and assigns. Notwithstanding any other provisions of Section 212(e) of this Agreement, the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding granted hereunder shall automatically terminate upon the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10Agreement.

Irrevocable Proxy. Each Stockholder hereby irrevocably grants to, and appoints, WeyerhaeuserCompany, and any individual designated in writing by WeyerhaeuserCompany, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the his Subject Shares of such StockholderShares, or grant a consent or approval in respect of such his Subject Shares, in a manner consistent with Section 3.013(a) if such Stockholder has not voted such Subject Shares in a manner consistent with Section 3(a) at least five Business Days prior to the applicable voting deadline. Each Stockholder hereby revokes any proxy previously granted by such Stockholder with respect to the Subject Shares (and each Stockholder hereby represents that any such proxy is revocable). Each Stockholder understands and acknowledges that Weyerhaeuser is Vitesse and Company are entering into the Transaction Arrangement Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 4 is given in connection with the execution of the Transaction Arrangement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy set forth in this Section 4 is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.107.

Irrevocable Proxy. (a) Each Stockholder hereby revokes (or agrees to cause to be revoked) any and all proxies that it has heretofore granted with respect to the Subject Shares. Each Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, appoints the Company as such Stockholder’s proxy and attorney-in-fact (and proxy, with full power of substitution), for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to vote or issue instructions to the Subject Shares record holder of such Stockholder’s Subject Shares to vote such Subject Shares in accordance with the provisions of Section 1.01 at any Parent Stockholders’ Meeting. (b) The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or grant a consent or approval in respect insanity of such Subject Shares, in a manner consistent with Section 3.01. Each Stockholder understands Stockholder) until the end of the Agreement Period and acknowledges that Weyerhaeuser is entering into shall not be terminated by operation of any Law or upon the Transaction Agreement in reliance upon such Stockholder’s execution and delivery occurrence of any other event other than the termination of this AgreementAgreement pursuant to Section 4.01. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 1.02 is given in connection with with, and granted in consideration of and as an inducement to the execution of Company entering into the Transaction Agreement, Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties obligations of such Stockholder under this AgreementSection 1.01. Each The Company covenants and agrees with each Stockholder hereby further affirms that the irrevocable Company will exercise the foregoing proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance consistent with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.101.01.

Irrevocable Proxy. Solely for the purpose of effecting the votes or consents in Section 2(a), substantially concurrently with the execution of this Agreement, each Stockholder agrees to deliver to Parent a proxy in the form attached as Exhibit A hereto (the "Proxy"), which shall be irrevocable to the extent permitted by applicable Law, covering all of such Stockholder's Covered Shares. Parent agrees not to exercise the Proxy for any other purpose. Each Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, and represents to Parent that any individual designated in writing by Weyerhaeuser, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Subject Shares of such Stockholder, or grant a consent or approval proxies heretofore given in respect of such Subject SharesCovered Shares are not irrevocable and that any such proxies are hereby revoked, in a manner consistent with Section 3.01. Each and such Stockholder understands and acknowledges that Weyerhaeuser is entering into agrees to promptly notify the Transaction Agreement in reliance upon Company of such Stockholder’s execution and delivery of this Agreementrevocation. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 Proxy is given in connection with the execution of the Transaction Agreement, Merger Agreement and that such irrevocable proxy the Proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy Proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy the Proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy Without limiting the generality of the foregoing, the Proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 212 of the DGCLDelaware General Corporation Law. Each For the avoidance of doubt, if for any reason the Proxy is not irrevocable, each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver agrees to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth continue to vote its Covered Shares in this accordance with Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.102(a) hereof.

Irrevocable Proxy. Each Stockholder From the period commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, without limiting the obligations of the Shareholder under this Agreement, the Shareholder hereby irrevocably grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, appoints as such Stockholder’s its proxy and attorney-in-fact the officers of Parent set forth on Annex A hereto, and any individual who shall hereafter succeed to any such officer of Parent, and any other Person designated in writing by Parent (collectively, the “Proxy Holders”), each of them individually, with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Subject Shares in accordance with Section 1 above; provided that the proxy and the power of attorney granted by the Shareholder shall be effective if, and only if, the Shareholder has not delivered to the Company at least three (3) Business Days prior to the date of an applicable meeting of the shareholders of the Company (or, as applicable, any adjournments or postponements thereof), a duly executed proxy card voting the Shareholder’s Subject Shares in accordance with Section 1 above and has not revoked such Stockholderduly executed proxy card. This proxy is coupled with an interest and shall be irrevocable, and the Shareholder shall take such further action or grant a consent or approval in execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by the Shareholder with respect of such to the Subject Shares, in a manner consistent with Section 3.01. Each Stockholder understands This proxy and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery power of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 attorney is given by the Shareholder in connection with with, and in consideration of, the execution of the Transaction Agreement, Merger Agreement by Parent and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder the Shareholder under this Agreement. Each Stockholder hereby further affirms that The power of attorney granted by the Shareholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of the Shareholder. The irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with granted hereunder shall automatically terminate upon the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10Expiration Date.

Irrevocable Proxy. Each (a) The Stockholder hereby revokes (or agrees to cause to be revoked) any and all proxies that it has heretofore granted with respect to the Owned Shares that conflict with this Agreement. The Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and appoints each of them individually, Brushy and Lilis as such Stockholder’s proxy and attorney-in-fact (and proxy, with full power of substitution), for and on behalf of the Stockholder, for and in the name, place and stead of such the Stockholder, to (i) vote, express consent or dissent or issue instructions to the record holder of the Owned Shares to vote such Owned Shares in accordance with the Subject Shares provisions of such StockholderSection 2.2 at any Stockholder Meeting, and (ii) grant or withhold, or issue instructions to the record holder of the Owned Shares to grant a consent or approval in respect of such Subject Shareswithhold, in accordance with the provisions of Section 2.2, all written consents with respect to the Owned Shares. (b) The foregoing proxy shall be deemed to be a manner consistent proxy coupled with Section 3.01. Each Stockholder understands an interest, is irrevocable (and acknowledges that Weyerhaeuser is entering into as such shall survive and not be affected by the Transaction Agreement in reliance death, incapacity, mental illness or insanity of the Stockholder) until the Expiration Date and shall not be terminated by operation of any Law or upon such Stockholder’s execution and delivery the occurrence of any other event other than the termination of this AgreementAgreement pursuant to Section 2.4. Each The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 2.3 is given in connection with with, and granted in consideration of and as an inducement to Brushy, Lilis and Merger Sub entering into the execution of the Transaction Agreement, Merger Agreement and that such irrevocable proxy is given to secure the performance obligations of the duties of such Stockholder under this AgreementSection 2.2. Each of Brushy and Lilis covenants and agrees with the Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable party will exercise the foregoing proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance consistent with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.102.2.

Irrevocable Proxy. Each Stockholder Such Shareholder hereby unconditionally and irrevocably grants to, and appoints, Weyerhaeuser, SPAC and any individual designated in writing by WeyerhaeuserSPAC, and each of them individually, as such StockholderShareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such StockholderShareholder, to vote the Subject Shares of such StockholderShares, or grant a written consent or approval in respect of such the Subject Shares, Shares in a manner consistent with this Section 3.014(a). Each Stockholder Such Shareholder understands and acknowledges that Weyerhaeuser SPAC is entering into the Transaction Business Combination Agreement in reliance upon such StockholderShareholder’s execution and delivery of this Agreement. Each Stockholder Such Shareholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 4(a)(4) is given in connection with the execution of the Transaction Business Combination Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. Each Stockholder Such Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder Such Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such The irrevocable proxy is executed and intended to be irrevocable in accordance with granted hereunder shall only terminate upon the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement. Should such Shareholder, any time after this Agreement pursuant and until the Closing Date, be requested to Section 4.10issue individual proxies, specific voting instructions or further documents required by the laws applicable to the Company or the notary notarizing any Company Shareholders’ Approval, such Shareholder hereby undertakes to promptly implement all steps necessary in order to give effect to such request.

Irrevocable Proxy. Each Stockholder In order to secure the performance of such Securityholder’s obligations under this Agreement, by entering into this Agreement, such Securityholder hereby irrevocably grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, a proxy appointing such persons as Purchaser designates as such StockholderSecurityholder’s proxy and attorney-in-fact (and proxy, with full power of substitution), for and in the his or her name, place and stead of such Stockholder▇▇▇▇▇, to vote vote, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 4.01 as such attorney-in-fact and proxy, in his or her sole discretion, deems proper with respect to such Securityholder’s Subject Shares until the termination of such Stockholder, this Agreement in accordance with Section 5.03 hereof. Such Securityholder hereby revokes any and all previous proxies granted with respect to his or grant a consent or approval in respect of such her Subject Shares, in a manner consistent with Section 3.01. Each Stockholder understands Securityholder severally (and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder not jointly) hereby affirms that the irrevocable proxy set forth in this Section 3.02 4.02 is given in connection with the execution of the Transaction Agreement, Merger Agreement and that such irrevocable proxy is given to secure granted in consideration of Purchaser entering into this Agreement and Purchaser and Merger Sub entering into the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further Merger Agreement and affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, except that this irrevocable proxy shall be revoked automatically, without any notice or other action by any person, upon the termination of this Agreement in accordance with Section 5.03 hereof. Each Stockholder Securityholder severally (and not jointly) hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such This proxy and power of attorney is irrevocable proxy and coupled with an interest and is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCLirrevocable. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable Securityholder shall execute and deliver to Weyerhaeuser a separate written instrument or Purchaser any proxy cards that embodies such Securityholder receives to vote in favor of the terms adoption of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, Merger Agreement and the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10transactions contemplated thereby.

Irrevocable Proxy. Each Stockholder hereby irrevocably grants to(a) In furtherance of the transactions contemplated by the Investment Agreement, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Subject Shares of such Stockholder, or grant a consent or approval in respect of such Subject Shares, in a manner consistent with Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection concurrently with the execution of the Transaction this Agreement, the Stockholder shall execute and that such irrevocable deliver to Investor a proxy is given to secure in the performance of form attached hereto as Exhibit A (the duties of such Stockholder under this Agreement"Proxy"). Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereofTHE PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Such irrevocable proxy Proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law (the "DGCL"). (b) The Stockholder hereby revokes all other proxies and powers of attorney with respect to the Equity Securities which the Stockholder may have heretofore appointed or granted only with respect to the matters referred to in Section 1.1 hereof, and no subsequent proxy or power of attorney shall be given or written consent executed only with respect to the matters referred to in Section 1.1 hereof (and if given or executed, such proxy or power of attorney shall not be effective) by such Stockholder with respect thereto. Each Stockholder shall, upon written request All authority conferred by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding 1.2 or agreed to be conferred shall survive the foregoing, death or incapacity of the proxy Stockholder and appointment granted hereby any obligation of the Stockholder under this Agreement shall be automatically revokedbinding upon the heirs, without personal representatives, assigns and successors of the Stockholder. (c) The Stockholder agrees to (i) enter into the Stockholders' Agreement and Registration Rights Agreement at the Closing (as such terms are defined in the Investment Agreement) and (ii) subject to their fiduciary duties, take such other reasonable actions, and to cause the Company to take such other reasonable actions, which are necessary to complete the transactions contemplated by the Investment Agreement (e.g. filing of documents necessary for regulatory approval of the transactions contemplated by the Investment Agreement). (d) The Stockholder hereby agrees to take any action and all actions necessary to cause the Proxy to be voted at any meeting of the Company's stockholders in favor of all the transactions contemplated by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10the Investment Agreement.

Irrevocable Proxy. (a) Each Stockholder hereby irrevocably revokes (or causes to be revoked) any and all previous voting proxies granted with respect to the voting of any of its or his Covered Shares. By entering into this Agreement, each Stockholder hereby grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, a proxy appointing Parent as such the Stockholder’s proxy and attorney-in-fact (and proxy, with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Subject Shares of such Stockholder, or grant a consent or approval in respect of such Subject Shares, in a manner consistent with Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution name, to vote, express consent or dissent, or otherwise to utilize such voting power in the manner expressly provided in Section 1.01 above. The proxy granted by each Stockholder pursuant to this Article 1 is irrevocable and delivery is granted in consideration of Parent entering into this AgreementAgreement and the Merger Agreement and incurring certain related fees and expenses. Each The proxy granted by each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with the execution of the Transaction Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances shall automatically be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, revoked upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement in accordance with Section 5.04. Without limiting the foregoing, for clarity, the voting proxy granted pursuant hereto shall not be deemed to Section 4.10be revoked by any power of attorney or voting proxy that may be granted by the undersigned to any other Person after the date hereof, unless any such subsequent power of attorney specifically refers to this power of attorney by the date of execution of this power of attorney by the undersigned. (b) Each Stockholder executing this Agreement in the State of New York should note the New York statutory disclosures included in Annex A hereto and have a notary public complete the “acknowledgement of principal” following Annex A hereto. Each Stockholder represents and warrants to Parent that unless such Stockholder has had a notary public complete the “acknowledgement of principal” following Annex A hereto, such Stockholder has not executed this Agreement in the State of New York.

Irrevocable Proxy. Each Stockholder hereby irrevocably grants to(a) In furtherance of the transactions contemplated by the Investment Agreement, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Subject Shares of such Stockholder, or grant a consent or approval in respect of such Subject Shares, in a manner consistent with Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection concurrently with the execution of the Transaction this Agreement, the Stockholder shall execute and that such irrevocable deliver to Investor a proxy is given to secure in the performance of form attached hereto as Exhibit A (the duties of such Stockholder under this Agreement"Proxy"). Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereofTHE PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Such irrevocable proxy Proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law (the "DGCL"). (b) The Stockholder hereby revokes all other proxies and powers of attorney with respect to the Equity Securities which the Stockholder may have heretofore appointed or granted only with respect to the matters referred to in Section 1.1 hereof, and no subsequent proxy or power of attorney shall be given or written consent executed only with respect to the matters referred to in Section 1.1 hereof (and if given or executed, such proxy or power of attorney shall not be effective) by such Stockholder with respect thereto. Each Stockholder shall, upon written request All authority conferred by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding 1.2 or agreed to be conferred shall survive the foregoing, death or incapacity of the proxy Stockholder and appointment granted hereby any obligation of the Stockholder under this Agreement shall be automatically revokedbinding upon the heirs, without any action personal representatives, assigns and successors of the Stockholder. (c) The Stockholder agrees to (i) enter into the Stockholders' Agreement and Registration Rights Agreement at the Closing (as such terms are defined in the Investment Agreement) and (ii) subject to their fiduciary duties, take such other reasonable actions, and to cause the Company to take such other reasonable actions, which are necessary to complete the transactions contemplated by any Stockholder, upon any termination the Investment Agreement (e.g. filing of this Agreement pursuant to Section 4.10documents necessary for regulatory approval of the transactions contemplated by the Investment Agreement).

Irrevocable Proxy. Each Concurrently with the execution of this Agreement, each Stockholder hereby irrevocably grants toagrees to execute and deliver to Parent an irrevocable proxy in the form attached as Exhibit A hereto (subject to the proviso to this sentence, and appointseach a “Proxy” and, Weyerhaeusercollectively, and any individual designated in writing by Weyerhaeuser, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitutionthe “Proxies”), for and which shall be irrevocable to the extent permitted by applicable law, covering all Covered Shares; provided, however, that, in the nameevent that, place the number of Covered Shares are modified, including due to the acquisition of Additional Owned Shares, each Stockholder may (and, promptly upon any request by Parent, shall) execute and stead deliver to Parent an irrevocable proxy in the form attached as Exhibit A hereto, except that the definition of “Covered Shares” therein will be updated accordingly, and, upon delivery of such Stockholdernew proxy to Parent, to vote Parent will destroy the Subject Shares of existing Proxy and such Stockholder, or grant a consent or approval in respect of such Subject Shares, in a manner consistent with Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into new proxy will be deemed the Transaction Agreement in reliance upon such Stockholder’s execution and delivery Proxy for the purposes of this Agreement. Each Stockholder hereby represents to Parent that any proxies heretofore given in respect of the Covered Shares are not irrevocable and that any such proxies are hereby revoked, and each Stockholder agrees to promptly notify the Company of such revocation. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 Proxy is given in connection with the execution of the Transaction Agreement, Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy Proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such Without limiting the generality of the foregoing, such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e705(e) of the DGCLCGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, If for any reason the proxy and appointment granted hereby shall be automatically revokedherein is not irrevocable, without any action by any Stockholder, upon any termination of this Agreement pursuant each Stockholder agrees to vote the Covered Shares in accordance with Section 4.102(a) hereof.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the Stockholder has heretofore granted with respect to its Shares. In the event and to the extent that the Stockholder fails to vote its Shares in accordance with Section 3 at any applicable meeting of the stockholders of Public Company or pursuant to any applicable written consent of the stockholders of Public Company, the Stockholder shall be deemed to have irrevocably grants granted to, and appointsappointed, WeyerhaeuserMerger Partner, and any individual designated in writing by Weyerhaeuserit, and each of them individually, as such Stockholder’s his, her or its proxy and attorney-in-fact (with full power of substitution), for and in the its name, place and stead of such Stockholderstead, to vote his, her or its Shares in any action by written consent of Public Company stockholders or at any meeting of the Subject Shares Public Company stockholders called with respect to any of such Stockholderthe matters specified in, or grant a consent or approval and in respect of such Subject Sharesaccordance and consistent with, in a manner consistent with Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery 3 of this Agreement. Each ; provided, that, for the avoidance of doubt, if a Public Company Board Recommendation Change has occurred the Stockholder hereby affirms that shall only be deemed to have granted proxies to the irrevocable proxy set forth in this Section 3.02 is given in connection with the execution extent of the Transaction Agreement, and that such irrevocable Recommendation Change Requirement. Merger Partner agrees not to exercise the proxy is given to secure granted herein for any purpose other than the performance of the duties of such Stockholder under purposes described in this Agreement. Each Except as otherwise provided for herein, the Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies revoked and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the irrevocable. Notwithstanding any other provisions of Section 212(e) of this Agreement, the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding granted hereunder shall automatically terminate upon the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10Agreement.

Irrevocable Proxy. Each (i) The Stockholder hereby irrevocably grants to, to and appoints, Weyerhaeuserand hereby authorizes and empowers, the Company, and any individual designated in writing by Weyerhaeuserit, and each of them individually, as such the Stockholder’s sole and exclusive proxy and attorney-in-fact (with full power of substitutionsubstitution and resubstitution), for and in the Stockholder’s name, place and stead of such Stockholderstead, to vote and exercise all voting and related rights (to the Subject fullest extent that the Stockholder is entitled to do so) with respect to his, her or its Shares at any meeting of the stockholders of the Company called, and in every written consent in lieu of such Stockholdermeeting, or grant a consent or approval with respect to any of the matters specified in, and in respect of such Subject Sharesaccordance and consistent with, in a manner consistent with this Section 3.011. Each The Stockholder may vote the Shares on all other matters not contemplated by this Section 1. (ii) The Investor and the Company understands and acknowledges that Weyerhaeuser is the Investor and Company are entering into the Transaction Agreement Investment in reliance upon such the Stockholder’s execution and delivery of this Agreement. Each The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with 1(b) constitutes an inducement for the execution of Investor and the Transaction AgreementCompany to enter into the Investment. Except as otherwise provided for herein, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further (a) affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby , (b) ratifies and confirms all that such irrevocable proxy the proxies appointed hereunder may lawfully do or cause to be done by virtue hereof. Such hereof and (c) affirms that such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of Delaware General Corporation Law. (iii) Upon the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination execution of this Agreement pursuant by the Stockholder, the Stockholder hereby revokes any and all prior proxies or powers of attorney given by the Stockholder with respect to the Shares. The Stockholder acknowledges and agrees that no subsequent proxies with respect to such Shares shall be given, and if given, shall not be effective. All authority conferred herein shall survive the death or incapacity of the Stockholder and any obligation of the Stockholder hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the Stockholder. Notwithstanding any other provisions of this Agreement, the irrevocable proxy granted hereunder shall automatically terminate upon the Expiration Date (as defined in Section 4.104).

Irrevocable Proxy. Each Stockholder hereby irrevocably revokes any and all previous proxies granted with respect to its Subject Shares. By entering into this Agreement, each Stockholder hereby grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, a proxy appointing Parent as such Stockholder’s proxy and attorney-in-fact (and proxy, with full power of substitution), for and in the such Stockholders’ name, place and stead of such Stockholder, to vote (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of such Stockholder, stockholders of the Company or grant a consent or approval in otherwise) with respect of such to the Subject Shares, in a manner consistent the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 2.01 until, subject to Applicable Law, the Effective Date, to the same extent and with Section 3.01the same effect as such Stockholder could do under Applicable Law. Each Stockholder understands hereby ratifies and acknowledges confirms all actions that Weyerhaeuser the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Parent may terminate this proxy with respect to one or more Stockholders at any time and from time to time at its sole election by providing written notice to such Stockholder. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is entering into irrevocable and shall not be terminated by operation of law or upon the Transaction occurrence of any event; provided that the proxy granted by each Stockholder in accordance with this Section 2.02 shall be deemed revoked automatically upon termination of this Agreement in reliance upon such Stockholder’s execution and delivery of this Agreementaccordance with its terms. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 2.02 is given in connection with and granted in consideration of, and as an inducement to, Parent entering into the execution of the Transaction Agreement, Merger Agreement and that such irrevocable proxy is given to secure the performance obligations of the duties of such Stockholder under this Agreement. Each The parties hereto acknowledge and agree that neither Parent, Merger Sub nor any of their respective Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to any Stockholder hereby further affirms that the irrevocable proxy is coupled or any of their Affiliates, in connection with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) as a result of the DGCL. Each Stockholder shall, upon written request exercise of the powers granted to Parent by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10Agreement.

Irrevocable Proxy. Each Stockholder hereby irrevocably grants to(a) In furtherance of the transactions contemplated by the Investment Agreement, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Subject Shares of such Stockholder, or grant a consent or approval in respect of such Subject Shares, in a manner consistent with Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection concurrently with the execution of the Transaction this Agreement, the Stockholder shall execute and that such irrevocable deliver to Investor a proxy is given to secure in the performance of form attached hereto as Exhibit A (the duties of such Stockholder under this Agreement"Proxy"). Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereofTHE PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Such irrevocable proxy Proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law (the "DGCL"). (b) The Stockholder hereby revokes all other proxies and powers of attorney with respect to the Equity Securities which the Stockholder may have heretofore appointed or granted only with respect to the matters referred to in Section 1.1 hereof, and no subsequent proxy or power of attorney shall be given or written consent executed only with respect to the matters referred to in Section 1.1 hereof (and if given or executed, such proxy or power of attorney shall not be effective) by such Stockholder with respect thereto. Each Stockholder shall, upon written request All authority conferred by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding 1.2 or agreed to be conferred shall survive the foregoing, death or incapacity of the proxy Stockholder and appointment granted hereby any obligation of the Stockholder under this Agreement shall be automatically revokedbinding upon the heirs, without any action by any personal representatives, assigns and successors of the Stockholder. (c) The Stockholder agrees to (i) enter into the Stockholders' Agreement and Registration Rights Agreement at the Closing (as such terms are defined in the Investment Agreement) and (ii) subject to their fiduciary duties, upon any termination of this Agreement pursuant take such other reasonable actions, and to Section 4.10.cause the Company to take such other reasonable actions, which are necessary to complete the transactions contemplated

Irrevocable Proxy. Each Stockholder (a) In furtherance of the agreements contained in Section 3 of this Agreement, Applied Digital hereby irrevocably grants to, and appoints, Weyerhaeusereach of Purchaser and each of the executive officers of Purchaser, in their respective capacities as officers of Purchaser, as the case may be, and any individual designated in writing by Weyerhaeuserwho shall hereafter succeed to any such office of Purchaser, and each of them individually, as such StockholderApplied Digital’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such StockholderApplied Digital, to vote the Subject all Shares of such StockholderBeneficially Owned by Applied Digital that are outstanding from time to time, to grant or grant withhold a consent or approval in respect of such Subject Shares and to execute and deliver a proxy to vote such Shares, in each case solely to the extent and in the manner specified in Section 3 and subject to the exceptions set forth in Section 3. It being understood that the proxy granted pursuant to this Section 5 shall be solely with regard to the approval of the Purchase Agreement and the transactions contemplated thereby and the other matters set forth in Section 3, and any other matter to be voted on by Applied Digital as a manner consistent stockholder of the Seller shall not be subject to the proxy granted herein. (b) Applied Digital represents and warrants to Purchaser that, except for the proxy given in connection with Section 3.01. Each Stockholder understands the Pledge, all proxies heretofore given in respect of the Owned Shares are not irrevocable and acknowledges that Weyerhaeuser is entering into all such proxies have been properly revoked or are no longer in effect as of the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder date hereof. (c) Applied Digital hereby affirms that the irrevocable proxy set forth in this Section 3.02 5 is given by Applied Digital in connection with with, and in consideration of, the execution of the Transaction AgreementPurchase Agreement by Purchaser, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Applied Digital under this Agreement. Each Stockholder Applied Digital hereby further affirms that the irrevocable proxy is coupled with an interest and and, except as set forth in Section 9, may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that Subject to the rights of the pledgees under the Pledge, such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 212 of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or Delaware General Corporation Law. (d) The proxy that embodies the terms of this irrevocable proxy set forth granted in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby 5 shall be automatically revoked, without any action by any Stockholder, upon any termination of remain valid until this Agreement terminates pursuant to Section 4.109 hereof.

Irrevocable Proxy. Each Stockholder By its execution hereof and in order to secure its obligations under this Agreement, each of the Stockholders hereby irrevocably grants to, and appoints, WeyerhaeuserParent and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, or either of them, in their respective capacities as officers of Parent, and any individual designated in writing by Weyerhaeuserwho shall hereafter succeed to any such office of Parent, and each of them individually, as such Stockholder’s his or its true and lawful proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholderhim or it, to vote the Subject Shares of such Stockholder's Shares, or grant a consent or approval in respect of such Subject SharesShares in favor of the various transactions contemplated by the Merger Agreement and against any Acquisition Proposal ("Irrevocable Proxy"). Such Stockholder hereby represents that any proxies heretofore given in respect of his or its Shares are not irrevocable, in a manner consistent with Section 3.01and that any such proxies are hereby revoked. Each Stockholder of the Stockholders understands and acknowledges that Weyerhaeuser Parent is entering into the Transaction Merger Agreement in reliance upon such Stockholder’s his or its execution and delivery of this AgreementIrrevocable Proxy. Each Stockholder of the Stockholders hereby affirms that the irrevocable proxy set forth in this Section 3.02 Irrevocable Proxy is given in connection with the execution of this Agreement and the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy this Irrevocable Proxy is coupled with an interest in this Agreement for the term stated herein and may under no circumstances be revoked. Each Stockholder Such Stockholders hereby ratifies and confirms all that such irrevocable proxy this Irrevocable Proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy This Irrevocable Proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10Delaware General Corporation Law.

Irrevocable Proxy. (a) Each Stockholder Selling Investor hereby irrevocably grants to, and appoints, WeyerhaeuserParent, and any individual designated in writing by WeyerhaeuserParent, and each of them individually, as such StockholderSelling Investor’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such StockholderSelling Investor, to vote the Subject Shares of such StockholderSelling Investor’s Covered Shares, or grant execute a written consent or grant approval in respect of such Subject Covered Shares, in a manner consistent with this Agreement from the date hereof until the Expiration Date, provided, however, for the avoidance of doubt, that such proxy and voting and related rights are limited to those matters set forth in clauses (b)-(d) of Section 3.013, and each Selling Investor shall retain at all times the right to vote such Selling Investor’s Covered Shares (or to direct how such Covered Shares shall be voted) in such Selling Investor’s sole discretion and without any other limitation on any matters not connected with the Transactions. Each Stockholder Selling Investor understands and acknowledges that Weyerhaeuser is entering Parent has entered into the Transaction Merger Agreement in reliance upon such StockholderSelling Investor’s execution and delivery of this Agreement. Each Stockholder Selling Investor hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with the execution of the Transaction Agreement, and that such irrevocable proxy 10(a) is given to secure the performance of the duties of such Stockholder Selling Investor under this Agreement. Each Stockholder Selling Investor hereby further affirms that the irrevocable proxy is coupled with an interest sufficient in law and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of applicable Law and Section 212(e) 2.09 of the DGCLCompany’s bylaws until, and shall not be terminated by operation of Law or upon the occurrence of any other event other than, the termination of this Agreement pursuant to Section 19. Each Stockholder Selling Investor shall, upon written request by WeyerhaeuserParent, as promptly as practicable practicable, execute and deliver to Weyerhaeuser Parent a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.0210(a). Notwithstanding the foregoing, Each Selling Investor agrees not to grant any proxy that conflicts with or is inconsistent with the proxy and appointment granted to Parent in this Agreement. (b) Each Selling Investor hereby shall revokes (or agrees to cause to be automatically revoked, without ) any action by any Stockholder, upon any termination of proxies that conflict with or are inconsistent with the proxy granted to Parent in this Agreement that such Selling Investor has heretofore granted with respect to the Covered Shares Beneficially Owned by such Selling Investor, other than any such proxy granted to Parent pursuant to Section 4.10the Drag-Along Consent and Voting Agreement.

Irrevocable Proxy. Each The Stockholder hereby irrevocably grants to, and appoints, WeyerhaeuserSumitomo, and any individual designated in writing by WeyerhaeuserSumitomo, and each of them individually, as such the Stockholder’s proxy and attorney-in-fact attorney−in−fact (with full power of substitution), for and in the name, place and stead of such the Stockholder, to vote the Subject Shares of such Stockholder, or grant a consent or approval the Stockholder in respect of such Subject Shares, in a the manner consistent with contemplated by Section 3.014.01. Each The Stockholder understands and acknowledges that Weyerhaeuser Sumitomo is entering into the Transaction Merger Agreement in reliance upon such the Stockholder’s execution and delivery of this Agreement. Each The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 4.02 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such the Stockholder under this Agreement. Each The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each The Stockholder shall, upon written request by WeyerhaeuserSumitomo, as promptly as practicable execute and deliver deliver, or cause to Weyerhaeuser be executed and delivered, to Sumitomo a separate written instrument or proxy that embodies the terms of this the irrevocable proxy set forth in this Section 3.024.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any the Stockholder, upon any termination of this Agreement pursuant to Section 4.105.09.

Irrevocable Proxy. (a) Each Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that it has heretofore granted with respect to the Subject Shares. (b) Each Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, appoints Parent as such Stockholder’s proxy and attorney-in-fact (and proxy, with full power of substitution)substitution and resubstitution, for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (i) attend any and all Company Stockholder Meetings and represent the Stockholder at such Company Stockholder Meetings; (ii) vote, or issue instructions to vote the record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of Section 3 at any and all Company Stockholder Meetings; and (iii) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 3, all written consents with respect to the Subject Shares of such Stockholder, or grant a consent or approval in respect of such Subject Shares, in a manner consistent with Section 3.01. Each at any and all Company Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Meetings. (c) Each Stockholder hereby affirms that (i) the irrevocable proxy set forth in this Section 3.02 4 (the “Proxy”) is given granted in connection with consideration of, and as an inducement to, Parent and Purchaser entering into the execution of the Transaction Merger Agreement, and (ii) that such irrevocable proxy the Proxy is given to secure the performance of the duties obligations of such Stockholder under this AgreementSection 3 hereof. Each Stockholder hereby further affirms that the irrevocable proxy Proxy is therefore coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to shall be irrevocable in accordance with during the provisions of Section 212(e) of Agreement Period (as defined below). The Proxy shall automatically terminate upon the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant Agreement. (d) Each Stockholder authorizes such attorney and proxy to Section 4.10substitute any other Person to act hereunder, to revoke any substitution and to file the Proxy and any substitution or revocation with the Secretary of the Company. (e) Parent agrees not to exercise the Proxy for any purpose other than the purposes described in this Agreement.

Irrevocable Proxy. (a) Each Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇, or either of them, in their respective capacities as officers of Parent, and any individual designated in writing by Weyerhaeuserwho shall hereafter succeed to any such office of Parent, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitutionsubstitution and resubstitution), for and in the name, place and stead of such Stockholder, to vote or cause to be voted the Subject Shares at any meeting of the stockholders of the Company or at any adjournment or postponement thereof: (i) in favor of the adoption of the Merger Agreement and the approval of the Merger, the Asset Purchase and the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof; and (ii) except as otherwise agreed to in writing in advance by Parent in its sole discretion, against the following (other than the Merger, the Asset Purchase and the transactions contemplated by this Agreement and the Merger Agreement): (A) any Acquisition Proposal and (B) any action or agreement that would, to the knowledge of such Stockholder, result in a breach in any material respect of any covenant, representation or grant a consent warranty or approval any obligation or agreement of the Company under the Merger Agreement or this Agreement. (b) Each Stockholder represents that any proxies heretofore given in respect of the Subject Shares are not irrevocable, and that such Subject Shares, in a manner consistent with Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. proxies either have been or are hereby revoked. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 6 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Except as to a termination of this Agreement in accordance with Section 8 (whereupon this irrevocable proxy shall be automatically revoked), each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances not be revoked, except as by amendment or modification in accordance with Section 9(c) hereof. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each The power and authority hereby conferred shall not be terminated by any act of such Stockholder shallor by operation of law, by lack of appropriate power or authority, or by the occurrence of any other event or events and shall be binding upon written request by Weyerhaeuserall his representatives, as promptly as practicable execute executors, successors and/or assigns. If after the execution of this Agreement a Stockholder shall cease to have appropriate power or authority, or if any other such event or events shall occur, Parent is nevertheless authorized and deliver directed to Weyerhaeuser a separate written instrument or proxy that embodies vote the Subject Shares in accordance with the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy Agreement as if such lack of appropriate power or authority or other event or events had not occurred and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination regardless of this Agreement pursuant to Section 4.10notice thereof.

Irrevocable Proxy. 1.1 Each Stockholder of the Shareholders hereby irrevocably grants toappoints the WFOE, and appoints, Weyerhaeuser, and any individual designated from the date of this Agreement until the termination of this Agreement in writing by Weyerhaeuser, and each of them individuallyaccordance with its terms, as such Stockholder’s his/her proxy and attorney-in-fact authorizes the WFOE to exercise at WFOE’s absolute discretion the following rights enjoyed by him/her as a Shareholder of the Domestic Company in accordance with the articles of association of the Domestic Company then in effect (collectively, the “Proxy Rights”): (1) attending shareholders’ meetings as proxy of the Shareholders; (2) exercising voting rights on behalf of the Shareholders on all matters to be resolved at shareholders’ meetings and sign on behalf of the Shareholders the shareholders’ resolutions; (3) proposing to convene interim shareholders’ meetings; (4) making proposals on the matters to be discussed and voted on at shareholders’ meetings; (5) signing minutes of shareholders’ meeting; (6) filing documents with full power of substitution), for and in the name, place and stead of relevant companies registry; and (7) exercising such Stockholder, to vote the Subject Shares of such Stockholder, or grant a consent or approval in respect of such Subject Shares, in a manner consistent with Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholderother shareholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy rights set forth in this Section 3.02 is given in connection with under the execution articles of association of the Transaction Agreement, Domestic Company (as amended from time to time). 1.2 The Shareholders hereby acknowledge that any and that such irrevocable proxy is given to secure all actions taken by the performance of WFOE in exercising the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable Proxy Rights in accordance with the provisions under this Agreement shall be binding upon them. 1.3 The Shareholders hereby acknowledge that the WFOE is not required to seek advice from the Shareholders prior to exercising the Proxy Rights. However, the WFOE shall inform the Shareholders to the extent possible of Section 212(e) any exercise by it of the DGCL. Each Stockholder shallProxy Rights. 1.4 The Shareholders shall not, upon written request in any manner or under any circumstance, exercise the rights which have been granted to the WFOE under Article 1.1 above, unless expressly permitted by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth WFOE in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10writing.

Irrevocable Proxy. (i) Each Stockholder hereby irrevocably grants to, to and appoints, Weyerhaeuserand hereby authorizes and empowers, the Company, and any individual designated in writing by Weyerhaeuserit, and each of them individually, as such Stockholder’s 's sole and exclusive proxy and attorney-in-fact (with full power of substitutionsubstitution and resubstitution), for and in the Stockholder's name, place and stead of such Stockholderstead, to vote and exercise all voting and related rights (to the Subject fullest extent that the Stockholder is entitled to do so) with respect to its Shares at any meeting of the stockholders of the Company called, and in every written consent in lieu of such Stockholdermeeting, or grant a consent or approval with respect to any of the matters specified in, and in respect accordance and consistent with, clauses (i) and (ii) of such Subject Shares, in a manner consistent with Section 3.012(a) of this Agreement. Such Stockholder may freely vote its Shares on all other matters not contemplated by clauses (i) and (ii) of Section 2(a) of this Agreement. (ii) Each Stockholder understands and acknowledges that Weyerhaeuser is the Investors and the Company are entering into the Transaction Purchase Agreement in reliance upon such the Stockholder’s 's execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with 2(d) constitutes an inducement for the execution of Investors and the Transaction Agreement, and that such irrevocable proxy is given Company to secure enter into the performance of the duties of such Stockholder under this Purchase Agreement. Each Except as otherwise provided for herein, the Stockholder hereby further (a) affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ; (b) ratifies and confirms all that such irrevocable proxy the proxies appointed hereunder may lawfully do or cause to be done by virtue hereof. Such ; and (c) affirms that such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 78.355 of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies Nevada Revised Statutes. (iii) Upon the terms execution of this Agreement by the Stockholder, the Stockholder hereby revokes any and all prior proxies or powers of attorney given by the Stockholder with respect to the Shares. The Stockholder acknowledges and agrees that no subsequent proxies with respect to such Shares shall be given, and if given, shall not be effective. All authority conferred herein shall be binding upon and enforceable against any successors or assigns of the Stockholder and any transferees of the Shares. Notwithstanding any other provisions of this Agreement, the irrevocable proxy set forth in this Section 3.02. Notwithstanding granted hereunder shall automatically terminate upon the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to in accordance with Section 4.106(m) of this Agreement.

Irrevocable Proxy. Each Stockholder (i) Shareholder hereby (A) irrevocably grants to, and appoints, WeyerhaeuserDK, and any individual Person designated in writing by WeyerhaeuserDK, and each of them individually, as such StockholderShareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such StockholderShareholder, to vote all of the Subject Covered Shares of such Stockholder, or grant a consent or approval in respect of such Subject the Covered Shares, in accordance with the terms of Section 2(a) hereof and (B) revokes any and all proxies heretofore given in respect of the Covered Shares. (ii) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Shareholder at any time during the Term to act as Shareholder’s attorney-in-fact and proxy to vote the Covered Shares, and to exercise all voting, consent and similar rights of Shareholder with respect to the Covered Shares (including the power to execute and deliver written consents), at every Company Shareholders Meeting and in every written consent in lieu of such a manner consistent meeting in accordance with the terms of Section 3.012(a) hereof. (iii) Shareholder hereby represents to DK that any proxies heretofore given in respect of the Covered Shares are not irrevocable and that any such proxies are hereby revoked, and Shareholder agrees to promptly notify the Company of such revocation. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder Shareholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 granted herein is given in connection with the execution of the Transaction Agreement, Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. Each Stockholder Shareholder hereby further affirms that the irrevocable proxy granted herein is coupled with an interest and may under no circumstances be revoked. Each Stockholder Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such Without limiting the generality of the foregoing, such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 607.0722 of the DGCLFBCA. Each Stockholder shallIf for any reason the proxy granted herein is not irrevocable, upon written request by WeyerhaeuserShareholder agrees to vote the Covered Shares and take such other required actions in accordance with Section 2(a) hereof. (iv) During any period of time in which Shareholder is relieved of its obligations with respect to the Covered Shares in accordance with Section 2(b) hereof, as promptly as practicable execute and deliver then any proxies of Shareholder granted pursuant to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding 2(c) relating to the foregoing, the proxy and appointment granted hereby Covered Shares shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10suspended.

Irrevocable Proxy. Each Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, appoints Parent and any individual designated in writing by Weyerhaeuserdesignee of Parent, and each of them individually, as each such Stockholder’s proxy and attorney-in-fact (for and on behalf of such Stockholder pursuant to the provisions of Section 212 of the General Corporation Law of the State of Delaware, as amended, with full power of substitution and re-substitution), for to attend and to vote and act on each such Stockholder’s behalf and in the each such Stockholder’s name, place and stead of with respect to such Stockholder’s Owned Shares, at any annual, special or other meeting of the stockholders of the Company, and at any adjournment or postponement of any such meeting, held during the term of this Agreement, and to vote act by written consent (including the Subject Shares execution and delivery of any written consent) with respect to each such Stockholder, or grant a consent or approval in respect of such Subject ’s Owned Shares, in a manner consistent all events and at all times during the term of this Agreement with respect to the matters referred to in, and in accordance with, Section 3.013(a) hereof. Each Stockholder understands affirms that this proxy is coupled with an interest, shall be irrevocable and acknowledges that Weyerhaeuser is entering into shall not be terminated by operation of law or upon the Transaction Agreement in reliance upon such Stockholder’s execution and delivery occurrence of any other event other than the valid termination of this Agreement. Each Stockholder hereby affirms that the this irrevocable proxy set forth in this Section 3.02 4 is given in connection with and granted in consideration of and as an inducement to Parent entering into the execution of the Transaction Agreement, Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties obligations of such Stockholder under this AgreementSection 3(a) hereof. Each Stockholder hereby agrees to expeditiously take and shall expeditiously take such further affirms that action or execute such other instruments as may be necessary to effectuate the irrevocable proxy is coupled with an interest intent of this proxy, including, without limitation, issuing, expeditiously executing and may under no circumstances be revokeddelivering any directions or legal proxies to the applicable record holder of such Stockholder’s Owned Shares. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause Except in order to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable vote the Owned Shares in accordance with the provisions of Section 212(e) of the DGCL. Each 3(a), each Stockholder shallcovenants and agrees not to grant any subsequent proxy with respect to such Stockholder’s Owned Shares, upon written request by Weyerhaeuserand further covenants and agrees that any such proxy, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument if granted, shall not be valid or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10effective.

Irrevocable Proxy. Each Stockholder Shareholder hereby irrevocably grants to, and appoints, WeyerhaeuserParent, Lux Sub and Merger Sub, or any of them, and any individual designated in writing by Weyerhaeuserany of them, and each of them individually, as such Stockholder’s the Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such StockholderShareholder, to vote the Subject Shares of such StockholderShareholder, or grant a consent or approval in respect of the Shares of such Subject Shares, Shareholder in a manner consistent with Section 3.01Sections 2(a) and 2(b). Each Stockholder Shareholder understands and acknowledges that Weyerhaeuser each of the Acquirors is entering into the Transaction Merger Agreement in reliance upon such Stockholder’s Shareholder's execution and delivery of this Agreement. Each Stockholder Shareholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 3 is given in connection with the execution agreement of Merger Sub to purchase the Shares of the Transaction Agreement, and that such irrevocable proxy is given Shareholder pursuant to secure the performance of the duties of such Stockholder under this Merger Agreement. Each Stockholder Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 609 of the DGCLNew York Business Corporation Law. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this The irrevocable proxy set forth granted hereunder shall automatically terminate upon the termination of Sections 2(a) and 2(b) in this accordance with Section 3.028. Notwithstanding Upon the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination execution of this Agreement pursuant by each Shareholder, such Shareholder hereby revokes any and all prior proxies or powers of attorney given by such Shareholder with respect to Section 4.10the Shares and agrees not to grant any subsequent proxies or powers of attorney with respect to the Shares until after the Expiration Date.

Irrevocable Proxy. Each Stockholder hereby irrevocably grants to, and appoints, WeyerhaeuserParent, and any individual designated in writing by WeyerhaeuserParent, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Subject Shares of such StockholderShares, or grant a consent or approval in respect of such the Subject Shares, Shares in a manner consistent with this Section 3.014. Each Stockholder understands and acknowledges that Weyerhaeuser Parent is entering into the Transaction Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 4.2 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revokedrevoked except as specifically provided for herein. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of Delaware Law. The irrevocable proxy granted hereunder shall automatically terminate upon the DGCLtermination of this Agreement. Each Upon the request of Parent, Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable practicable, execute and deliver to Weyerhaeuser Parent a separate written instrument or proxy in form and substance reasonably satisfactory to Parent that embodies the terms of this the irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.104.2.

Irrevocable Proxy. (a) Each Stockholder Selling Investor hereby irrevocably grants to, and appoints, WeyerhaeuserParent, and any individual designated in writing by WeyerhaeuserParent, and each of them individually, as such StockholderSelling Investor’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such StockholderSelling Investor, to vote the Subject Shares of such StockholderSelling Investor’s Covered Shares, or grant execute a written consent or grant approval in respect of such Subject Covered Shares, in a manner consistent with this Agreement from the date hereof until the Expiration Date, provided, however, for the avoidance of doubt, that such proxy and voting and related rights are limited to those matters set forth in clauses (b)-(d) of Section 3.013, and each Selling Investor shall retain at all times the right to vote such Selling Investor’s Covered Shares (or to direct how such Covered Shares shall be voted) in such Selling Investor’s sole discretion and without any other limitation on any matters not connected with the Transactions. Each Stockholder Selling Investor understands and acknowledges that Weyerhaeuser is entering Parent has entered into the Transaction Merger Agreement in reliance upon such StockholderSelling Investor’s execution and delivery of this Agreement. Each Stockholder Selling Investor hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with the execution of the Transaction Agreement, and that such irrevocable proxy 10(a) is given to secure the performance of the duties of such Stockholder Selling Investor under this Agreement. Each Stockholder Selling Investor hereby further affirms that the irrevocable proxy is coupled with an interest sufficient in law and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of applicable Law and Section 212(e) 2.09 of the DGCLCompany’s bylaws until, and shall not be terminated by operation of Law or upon the occurrence of any other event other than, the termination of this Agreement pursuant to Section 19. Each Stockholder Selling Investor shall, upon written request by Weyerhaeuser▇▇▇▇▇▇, as promptly as practicable practicable, execute and deliver to Weyerhaeuser Parent a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.0210(a). Notwithstanding the foregoing, Each Selling Investor agrees not to grant any proxy that conflicts with or is inconsistent with the proxy and appointment granted to Parent in this Agreement. (b) Each Selling Investor hereby shall revokes (or agrees to cause to be automatically revoked, without ) any action by any Stockholder, upon any termination of proxies that conflict with or are inconsistent with the proxy granted to Parent in this Agreement that such Selling Investor has heretofore granted with respect to the Covered Shares Beneficially Owned by such Selling Investor, other than any such proxy granted to Parent pursuant to Section 4.10the Drag-Along Consent and Voting Agreement.

Irrevocable Proxy. Each Stockholder hereby irrevocably revokes any and all previous proxies granted with respect to its Covered Shares. By entering into this Agreement, each Stockholder hereby grants to, and appoints, Weyerhaeusera proxy appointing Parent, and any individual designated in writing by Weyerhaeuserdesignee of Parent, and each of them individually, individually as such the Stockholder’s proxy and attorney-in-fact (and proxy, with full power of substitution)substitution and resubstitution, for and in the name, place and stead of such Stockholder, to vote the Subject Shares of such Stockholder, or grant a consent or approval in respect of such Subject Shares, in a manner consistent with Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution name, to vote, express consent or dissent, or otherwise to exercise such voting power in each case solely with respect to the matters, and delivery of this Agreement. Each Stockholder hereby affirms that solely in the irrevocable proxy manner, set forth in Section 1.01 above. The proxy granted by each Stockholder pursuant to this Section 3.02 Article 1 is given in connection with the execution of the Transaction Agreement, irrevocable and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest sufficient in law to support an irrevocable proxy and may under no circumstances be revokedrevoked during the term of this Agreement. Each Stockholder hereby ratifies and confirms all that Without limiting the generality of the foregoing, such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 212 of the DGCLGeneral Corporation Law of the State of Delaware. This proxy is given to secure the performance of the duties of each Stockholder under this Agreement. Each Stockholder shallfurther agrees to execute such other instruments as may be necessary to effectuate the intent of this proxy. For the avoidance of doubt, upon if for any reason the proxy granted herein is not irrevocable, each Stockholder agrees to vote the Covered Shares in accordance with Section 1.01 hereof. Parent may terminate this proxy with respect to any Stockholder at any time at its sole discretion by written request by Weyerhaeuser, as promptly as practicable notice provided to the Stockholder. Each Stockholder shall cause the record owner of any Covered Shares of the Stockholder of which such Stockholder is not the record owner to execute and deliver to Weyerhaeuser a separate written instrument or Parent an irrevocable proxy that embodies conforms to the terms foregoing provisions of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.101.02.

Irrevocable Proxy. Each (a) The Stockholder hereby irrevocably grants to, and appoints, WeyerhaeuserParent, and any individual designated in writing by WeyerhaeuserParent, and each of them individually, as such the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such the Stockholder, to vote the Subject Shares of such Stockholder’s Covered Shares, or grant execute a written consent or grant approval in respect of such Subject Covered Shares, in a manner consistent with this Agreement from the date hereof until the Expiration Date, provided, however, for the avoidance of doubt, that such proxy and voting and related rights are limited to those matters set forth in clauses (b)-(d) of Section 3.013, and the Stockholder shall retain at all times the right to vote the Stockholder’s Covered Shares (or to direct how such Covered Shares shall be voted) in the Stockholder’s sole discretion and without any other limitation on any matters not connected with the Transactions. Each The Stockholder understands and acknowledges that Weyerhaeuser is entering Parent has entered into the Transaction Merger Agreement in reliance upon such the Stockholder’s execution and delivery of this Agreement. Each The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with the execution of the Transaction Agreement, and that such irrevocable proxy 10(a) is given to secure the performance of the duties of such the Stockholder under this Agreement. Each The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest sufficient in law and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of applicable Law and Section 212(e) 2.09 of the DGCLCompany’s bylaws until, and shall not be terminated by operation of Law or upon the occurrence of any other event other than, the termination of this Agreement pursuant to Section 16. Each The Stockholder shall, upon written request by Weyerhaeuser▇▇▇▇▇▇, as promptly as practicable practicable, execute and deliver to Weyerhaeuser Parent a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.0210(a). Notwithstanding the foregoing, The Stockholder agrees not to grant any proxy that conflicts with or is inconsistent with the proxy and appointment granted to Parent in this Agreement. 1 To be included if applicable to the Stockholder. (b) The Stockholder hereby shall revokes (or agrees to cause to be automatically revoked, without ) any action proxies that conflict with or are inconsistent with the proxy granted to Parent in this Agreement that the Stockholder has heretofore granted with respect to the Covered Shares Beneficially Owned by any the Stockholder, upon other than any termination of this Agreement such proxy granted to Parent pursuant to Section 4.10the Voting Agreement.

Irrevocable Proxy. Each Stockholder Shareholder hereby irrevocably grants to, and appoints, Weyerhaeuser, appoints the Company and any individual designated in writing by Weyerhaeuserdesignee of the Company, and each of them individually, as such Stockholder’s proxy its proxies and attorneyattorneys-in-fact (fact, with full power of substitution), for substitution and in the name, place and stead of such Stockholderresubstitution, to vote the such Shareholder’s Subject Shares at the Company Shareholders’ Meeting or at any other meeting of the shareholders of the Company called to seek consider approving and adopting the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (or, as applicable, any adjournments or postponements thereof); provided, that this proxy and power of attorney granted by such StockholderShareholder shall be effective if, and only if, such Shareholder has not delivered to the Company at least three (3) Business Days prior to such meeting, a duly executed proxy card voting such Shareholder’s Subject Shares in favor of approving and adopting the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (or, as applicable, any adjournments or grant a consent or approval in respect postponements thereof). This proxy and power of such Subject Shares, in a manner consistent with Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 attorney is given by such Shareholder in connection with with, and in consideration of, the execution of the Transaction Agreement, Merger Agreement by Parent and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. Each Stockholder hereby Shareholder shall take such further affirms that action or execute such other instruments as may be necessary to effectuate the irrevocable intent of this proxy. This proxy is and power of attorney granted by each Shareholder shall be irrevocable, shall be deemed to be coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such sufficient in law to support an irrevocable proxy may lawfully do or cause and shall revoke any and all prior proxies granted by a Shareholder with respect to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) any of the DGCLSubject Shares. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the The proxy and appointment power of attorney granted hereby hereunder shall be automatically revoked, without any action by any Stockholder, terminate upon any the termination of this Agreement pursuant to Section 4.107.01.

Irrevocable Proxy. (a) Each Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇, or any of them in their respective capacities as officers of Parent and any individual designated in writing by Weyerhaeuser, who shall hereafter succeed to any such office of Parent and each of them individually, as such Stockholder’s 's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or cause to be voted the Subject Shares of such StockholderSecurities, or grant a consent or approval in respect of such Subject Sharesthe Securities at any meeting of the stockholders of the Company or at any adjournment or postponement thereof, (i) in favor of the adoption of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof; (ii) against any other Acquisition Proposal or any action or agreement that would result in a manner breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (iii) otherwise in accordance and consistent with Section 3.01. 5 hereof. (b) Each Stockholder understands represents that any proxies heretofore given in respect of the Existing Shares are not irrevocable, and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. proxies either have been or are hereby revoked. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 6 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances not be revoked, except by amendment, modification or termination effected in accordance with Section 11(c) hereof. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 41 of the DGCLBCL. Each The power and authority hereby conferred shall not be terminated by any act of such Stockholder shallor by operation of law, by the dissolution of (if such Stockholder is other than a natural person), by lack of appropriate power or authority, or by the occurrence of any other event or events and shall be binding upon written request by Weyerhaeuserall his/its heirs, representatives, executors, successors and/or assigns, as promptly as practicable execute applicable. If after the execution of this Agreement any Stockholder shall dissolve (if such Stockholder is other than a natural person), cease to have appropriate power or authority, or if any other such event or events shall occur, Parent is nevertheless authorized and deliver directed to Weyerhaeuser a separate written instrument or proxy that embodies vote the Securities in accordance with the terms of this Agreement as if such dissolution, if applicable, lack of appropriate power or authority or other event or events had not occurred and regardless of notice thereof. Notwithstanding any other provisions of this Agreement, the irrevocable proxy set forth in this Section 3.02. Notwithstanding granted hereunder shall automatically terminate upon the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10Agreement.

Irrevocable Proxy. Each (a) Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, Parent and any individual who shall be designated in writing by Weyerhaeuser, and each of them individuallyParent, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Subject Shares of such StockholderShares, or grant a consent or approval in respect of such the Subject Shares, at any meeting of stockholders of the Company or at any adjournment thereof or in a any other circumstances upon which their vote, consent or other approval is sought, in the manner consistent with Section 3.01. Each contemplated by Sections 4(a)(i) and 4(a)(ii) hereof. (b) Stockholder represents and warrants that all proxies (if any) given in respect of the Subject Shares on or before the date hereof (other than the proxy granted hereunder) are not irrevocable and that all such proxies are hereby revoked. (c) Stockholder understands and acknowledges that Weyerhaeuser Parent is entering into the Transaction Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 1 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms and that no subsequent proxies with respect to the Subject Shares shall be given (and if given shall not be effective). Stockholder hereby further affirms that the irrevocable proxy is given in connection with the execution of the Transaction Agreement, Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 212 of the DGCL. Each Stockholder shall, upon written request by WeyerhaeuserDelaware General Corporation Law, as promptly as practicable execute amended (the “DGCL“). The power of attorney granted by Stockholder is a durable power of attorney and deliver shall survive the dissolution, bankruptcy, death or incapacity of Stockholder. (d) The Stockholder hereby agrees that Parent and the Company are permitted to Weyerhaeuser a separate written instrument or proxy that embodies publish and disclose in the terms Form S-4 and Proxy Statement the identity of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination his ownership of the Subject Shares and the nature of his commitments, arrangements and understandings under this Agreement pursuant to Section 4.10Agreement.

Irrevocable Proxy. Each Stockholder Sponsor hereby irrevocably and unconditionally grants to, and appoints, Weyerhaeuserin the event that Sponsor shall for whatever reason fail to perform any of its obligations under Section 4.1, the Company and any individual designated in writing by Weyerhaeuserthe Company, and each of them individually, as such StockholderSponsor’s lawful attorney and proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such StockholderSponsor, to vote the Subject Shares of such StockholderShares, or grant a written consent or approval in respect of such the Subject Shares, Shares in a manner consistent with this Section 3.014.1. Each Stockholder Sponsor understands and acknowledges that Weyerhaeuser is Acquiror, PubCo and the Company are entering into the Transaction Business Combination Agreement in reliance upon such StockholderSponsor’s execution and delivery of this Agreement. Each Stockholder Sponsor hereby affirms that the irrevocable proxy set forth in this Section 3.02 4.4 is given in connection with the execution of the Transaction Business Combination Agreement, and that such irrevocable proxy power of attorney is given to secure the performance of the duties of such Stockholder Sponsor under this Agreement. Each Stockholder Sponsor hereby further affirms that the irrevocable proxy is coupled with an a proprietary interest and may under no circumstances be revoked. Each Stockholder Sponsor hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such SUCH IRREVOCABLE PROXY IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF THE POWERS OF ATTORNEY ACT (AS AMENDED) OF THE CAYMAN ISLANDS. The irrevocable proxy is executed and intended to be irrevocable in accordance with granted hereunder shall only terminate upon the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10Agreement.

Irrevocable Proxy. Each Stockholder hereby irrevocably grants to(to the full extent permitted by Section 212 of the Delaware General Corporation Law) appoints ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as the sole and exclusive attorney and proxy of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights expressly provided herein (to the full extent that the undersigned is entitled to do so) with respect to its Subject Securities. Upon the undersigned Stockholder’s execution of this Agreement, any and all prior proxies given by the undersigned Stockholder with respect to any of its respective Subject Securities are hereby revoked and such Stockholder agrees not to grant any subsequent proxies with respect to the Subject Securities. This Proxy is irrevocable (to the extent permitted by Section 212 of the Delaware General Corporation Law), and appointsis coupled with an interest. The attorney and proxy named above is hereby authorized and empowered by each undersigned Stockholder, Weyerhaeuserat any time prior to the Termination Date, and any individual designated in writing by Weyerhaeuser, and each of them individually, to act as such Stockholder’s attorney and proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Subject Shares Securities, and to exercise all voting and other rights of the undersigned with respect to the Subject Securities (including, without limitation, the power to execute and deliver written consents pursuant to Section 228 of the Delaware General Corporation Law), at every annual, special or adjourned meeting of the stockholders and warrant holders of AAMAC and in every written consent in lieu of such Stockholder, or grant a consent or approval in respect of such Subject Shares, in a manner consistent with Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with the execution of the Transaction Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable meeting in accordance with Section 1. This proxy shall be binding upon the provisions heirs, estate, executors, personal representatives, successors and assigns of Section 212(e) each Stockholder (including any permitted transferee of any of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10Subject Securities).

Irrevocable Proxy. Each In furtherance of Section 1, the Stockholder hereby irrevocably grants to, and appoints, WeyerhaeuserParent, and any individual designated in writing by WeyerhaeuserParent, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Subject Shares of such Stockholdervote, act by written consent or grant a consent consent, proxy or approval with respect to the Shares in respect of such Subject Shares, in a manner consistent accordance with Section 3.011 hereof (i) at any meeting of the stockholders of the Company called with respect to any of the matters specified in this Agreement and (ii) by execution of a written consent to action in lieu of any such meeting. Each The Stockholder understands and acknowledges that Weyerhaeuser Parent is entering into the Transaction Merger Agreement in reliance upon such Stockholder’s on its execution and delivery of this Agreement. Each The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 2 is given by it in connection with the execution of the Transaction Merger Agreement, that such proxy is irrevocable and that such irrevocable proxy is given to secure the performance of the its duties of such Stockholder under this Agreement. Each Except as otherwise provided for herein, the Stockholder hereby further (i) affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby , (ii) ratifies and confirms all that such irrevocable proxy the proxies appointed hereunder may lawfully do or cause to be done by virtue hereof. Such hereof and (iii) affirms that this irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 422 of the DGCLMichigan Business Corporation Act. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms Notwithstanding any other provision of this Agreement, the irrevocable proxy set forth in this Section 3.02. Notwithstanding granted hereunder shall automatically terminate on the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.104.

Irrevocable Proxy. (a) Each Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that it has heretofore granted with respect to the Subject Shares. Each Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, appoints Parent as such Stockholder’s proxy and attorney-in-fact (with full power and proxy for and on behalf of substitution)such Stockholder, for and in the name, place and stead of such Stockholder, to vote (i) vote, express consent or dissent or issue instructions to the Subject Shares record holder of such Stockholder’s Subject Shares to vote such Subject Shares in accordance with the provisions of Section 2 at any Company Stockholders Meeting and (ii) grant or withhold, or grant a consent or approval in respect issue instructions to the record holder of such Stockholder’s Subject Shares to grant or withhold, in accordance with the provisions of Section 2, all written consents with respect to the Subject Shares. (b) The foregoing proxy shall be deemed to be a proxy coupled with an interest, in a manner consistent with is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder) until the end of the Agreement Period (as defined below) and shall not be terminated by operation of any Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 3.017(c). Each Stockholder understands authorizes such attorney and acknowledges that Weyerhaeuser is entering into proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Transaction Agreement in reliance upon such Stockholder’s execution and delivery Secretary of this Agreementthe Company. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 3 is given in connection with with, and granted in consideration of and as an inducement to Parent entering into the execution of the Transaction Agreement, Merger Agreement and that such irrevocable proxy is given to secure the performance obligations of the duties of such Stockholder under this AgreementSection 2. Each Parent covenants and agrees with each Stockholder hereby further affirms that Parent will exercise the irrevocable foregoing proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance consistent with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.102.

Irrevocable Proxy. Each Stockholder In order to secure the performance of such Securityholder's obligations under this Agreement, by entering into this Agreement, such Securityholder hereby irrevocably grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, a proxy appointing such persons as Purchaser designates as such Stockholder’s proxy and Securityholder's attorney-in-fact (and proxy, with full power of substitution), for and in the his name, place and stead of such Stockholderstead, to vote vote, express consent or dissent, or otherwise to utiliz▇ ▇▇▇h voting power in the manner contemplated by Section 4.01 as such attorney-in-fact and proxy, in his sole discretion, deems proper with respect to such Securityholder's Subject Shares until the termination of such Stockholder, or grant a consent or approval this Agreement in accordance with Section 5.03. Such Securityholder hereby revokes any and all previous proxies granted with respect of such to his Subject Shares, in a manner consistent with Section 3.01. Each Stockholder understands Securityholder severally (and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder not jointly) hereby affirms that the irrevocable proxy set forth in this Section 3.02 4.02 is given in connection with the execution of the Transaction Agreement, Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, except that this irrevocable proxy shall be revoked automatically, without any notice or other action by any person, upon the termination of this Agreement in accordance with Section 5.03. Each Stockholder Securityholder severally (and not jointly) hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCLTHIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST AND IS EXECUTED AND INTENDED TO BE IRREVOCABLE. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable Securityholder shall execute and deliver to Weyerhaeuser a separate written instrument or Purchaser any proxy cards that embodies such Securityholder receives to vote in favor of the terms adoption of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, Merger Agreement and the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10transactions contemplated thereby.

Irrevocable Proxy. Each (a) The Stockholder hereby irrevocably grants to, and appoints, WeyerhaeuserParent, and any individual designated in writing by WeyerhaeuserParent, and each of them individually, as such the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such the Stockholder, to vote the Subject Shares of such Stockholder’s Covered Shares, or grant execute a written consent or grant approval in respect of such Subject Covered Shares, in a manner consistent with this Agreement from the date hereof until the Expiration Date, provided, however, for the avoidance of doubt, that such proxy and voting and related rights are limited to those matters set forth in clauses (b)-(d) of Section 3.013, and the Stockholder shall retain at all times the right to vote the Stockholder’s Covered Shares (or to direct how such Covered Shares shall be voted) in the Stockholder’s sole discretion and without any other limitation on any matters not connected with the Transactions. Each The Stockholder understands and acknowledges that Weyerhaeuser is entering Parent has entered into the Transaction Merger Agreement in reliance upon such the Stockholder’s execution and delivery of this Agreement. Each The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with the execution of the Transaction Agreement, and that such irrevocable proxy 10(a) is given to secure the performance of the duties of such the Stockholder under this Agreement. Each The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest sufficient in law and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of applicable Law and Section 212(e) 2.09 of the DGCLCompany’s bylaws until, and shall not be terminated by operation of Law or upon the occurrence of any other event other than, the termination of this Agreement pursuant to Section 16. Each The Stockholder shall, upon written request by WeyerhaeuserParent, as promptly as practicable practicable, execute and deliver to Weyerhaeuser Parent a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.0210(a). Notwithstanding the foregoing, The Stockholder agrees not to grant any proxy that conflicts with or is inconsistent with the proxy and appointment granted to Parent in this Agreement. 1 To be included if applicable to the Stockholder. (b) The Stockholder hereby shall revokes (or agrees to cause to be automatically revoked, without ) any action proxies that conflict with or are inconsistent with the proxy granted to Parent in this Agreement that the Stockholder has heretofore granted with respect to the Covered Shares Beneficially Owned by any the Stockholder, upon other than any termination of this Agreement such proxy granted to Parent pursuant to Section 4.10the Voting Agreement.

Irrevocable Proxy. Each The Stockholder hereby irrevocably grants to, and appoints, Weyerhaeusereach officer of the Company, and any other individual designated in writing by Weyerhaeuserthe Company, and each of them individually, as such the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such the Stockholder, to vote the its Subject Shares of such StockholderShares, or grant a consent or approval in respect of such its Subject Shares, in a manner consistent with Section 3.013.01 if such Stockholder has not voted or caused to be voted such Subject Shares in a manner consistent with Section 3.01 at least five (5) Business Days prior to the applicable voting deadline. Each The Stockholder understands and acknowledges that Weyerhaeuser the Company is entering into the Transaction Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each The Stockholder hereby further affirms that the irrevocable proxy set forth in this Section 3.02 is coupled with an interest and may under no circumstances be revoked. Each The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any the Stockholder, upon any termination of this Agreement pursuant to Section 4.104.11.

Irrevocable Proxy. Each Such Stockholder hereby irrevocably grants to, and appoints, WeyerhaeuserParent, and any individual designated in writing by WeyerhaeuserParent, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the his, her or its Subject Shares of such StockholderShares, or grant a consent or approval in respect of such Subject Shares, Shares in a manner consistent with this Section 3.013(a). Each Such Stockholder understands and acknowledges that Weyerhaeuser Parent is entering into and causing Merger Sub to enter into the Transaction Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 3(a)(4) is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement. Upon delivery of written request to do so by WeyerhaeuserParent, such Stockholder shall as promptly as practicable execute and deliver to Weyerhaeuser Parent a separate written instrument or proxy that embodies the terms of this the irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.103(a)(4).

Irrevocable Proxy. Each Subject to the last sentence of Section 1.1 above, prior to the Termination Date, solely in the event of a failure by the Stockholder to act in accordance with Stockholder’s obligations as to voting pursuant to Section 1.1 no later than the third Business Day prior to any meeting at which stockholders of Parent will consider and vote on any of the matters described in Section 1.1, the Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuserthe Company, and any individual designated in writing by Weyerhaeuserthe Company, and each of them individually, as such the Stockholder’s proxy and attorney-in-fact (with full power of substitutionsubstitution and including for purposes of Section 212 of the Delaware General Corporation Law, as amended), for and in the name, place and stead of such the Stockholder, to vote the Subject Shares of such StockholderShares, or grant a consent or approval in respect of such Subject the Shares, in a manner consistent with Section 3.01this Agreement. Each The Stockholder understands and acknowledges that Weyerhaeuser the Company is entering into the Transaction Merger Agreement in reliance upon such the Stockholder’s execution and delivery of this Agreement. Each The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 1.8 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such the Stockholder under this Agreement. Each The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may be revoked only under no the circumstances be revokedset forth in the last sentence of this Section 1.8. Each The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCLapplicable Law. Each The Stockholder shall, upon written request by Weyerhaeuserthe Company, as promptly as practicable execute and deliver to Weyerhaeuser the Company a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10.this

Irrevocable Proxy. Each (a) In furtherance of the agreements contained in Section 3 of this Agreement, each Stockholder Party hereby irrevocably grants to, and appoints, Weyerhaeuserthe Parent and ▇▇▇▇ ▇. ▇▇ ▇▇▇▇, Chief Executive Officer of the Parent, Chi-▇▇▇▇ ▇▇▇▇, President of the Parent, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chief Financial Officer of the Parent, in their respective capacities as officers of the Parent, and any individual designated in writing by Weyerhaeuserwho shall hereafter succeed to any such office of the Parent, and each of them individually, as such Stockholder’s Stockholder Party's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such StockholderStockholder Party, to vote the Subject Shares all shares of Company Common Stock Beneficially Owned by such StockholderStockholder Party, or grant a consent or approval in respect of such Subject Sharesshares, or execute and deliver a proxy to vote such shares, (x) in a manner consistent with favor of adopting the Merger Agreement and approving the transactions contemplated thereby, including the Merger and (y) against any Alternative Transaction or any other matter referred to in clause (ii) of Section 3.01. 3 hereof. (b) Each Stockholder understands Party represents and acknowledges warrants to the Parent that Weyerhaeuser is entering into any proxies heretofore given by it in respect of shares of Company Common Stock are not irrevocable, and that any such proxies are hereby revoked, and agrees to communicate in writing notice of revocation of such proxies to the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. relevant proxy holders. (c) Each Stockholder Party hereby affirms that the irrevocable proxy set forth in this Section 3.02 6(a) is given in connection with with, and in consideration of, the execution of the Transaction AgreementMerger Agreement by the Parent, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Party under this Agreement. Each Stockholder Party hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Such Stockholder Party hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 212 of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10.

Irrevocable Proxy. Each Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, Parent and any individual designated in writing by Weyerhaeuserdesignee thereof, and each of them individually, as such the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such the Stockholder, to vote the Subject Shares in accordance with Section 2(a), in connection with any meeting of such Stockholder, the stockholders of the Company or grant any action by written consent in lieu of a consent or approval meeting of stockholders of the Company. Stockholder represents that any proxies heretofore given in respect of such Subject the Shares, in a manner consistent with Section 3.01if any, are revocable, and hereby revokes any such proxies. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 2(b) is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such the Stockholder under this Agreement. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THIS LIMITED PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY. Each Stockholder hereby further affirms that of the irrevocable proxy is coupled with an proxy, Parent’s interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with Parent’s appointment as Stockholder’s attorney-in-fact shall automatically terminate upon the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.106(b).

Irrevocable Proxy. Each Without limiting the obligations of each Stockholder under this Agreement, each Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, appoints as such Stockholder’s its proxy and attorney-in-fact the officers of Parent, and any other Person designated in writing by Parent (collectively, the “Proxy Holders”), each of them individually, with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Subject Shares of such Stockholder, or grant a consent or approval in respect of such Subject Shares, the Shares in a manner consistent with this Agreement, including to execute and deliver a written consent approving the adoption of the Merger Agreement and the First Merger substantially in the form attached hereto as Exhibit A, with respect to all of its Shares entitled to consent thereto, in accordance with Section 3.012. Each Stockholder understands Parent agrees not to, and acknowledges that Weyerhaeuser is entering into shall cause the Transaction Agreement other Proxy Holders not to, exercise the proxy granted herein for any purpose other than as described and permitted in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the this irrevocable proxy set forth in this Section 3.02 is given in connection with the execution of the Transaction Agreement, Merger Agreement and that such irrevocable proxy is given to secure the performance of the its duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the this irrevocable proxy is coupled with an interest and shall be irrevocable, and each Stockholder (x) shall take such further action or execute such other instruments as may under be reasonably necessary to effectuate the intent of this irrevocable proxy, and (y) hereby revokes any proxy previously granted by such Stockholder with respect to any of its Shares. The proxy granted by this Section 4 shall terminate and be of no circumstances be revokedfurther force and effect upon the Expiration Time. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the The foregoing provisions of this Section 212(e4 shall not apply to approvals required by the terms of Section 280G(b)(5)(B) of the DGCL. Each Stockholder shall, upon written request by WeyerhaeuserInternal Revenue Code of 1986, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument amended (the “Code”) regarding any payments and/or benefits that may separately or proxy that embodies in the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoingaggregate, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement constitute “parachute payments” pursuant to Section 4.10280G of the Code.

Irrevocable Proxy. (i) Each Stockholder hereby irrevocably grants to, to and appoints, Weyerhaeuserand hereby authorizes and empowers, the Company, and any individual designated in writing by Weyerhaeuserit, and each of them individually, as such the Stockholder’s sole and exclusive proxy and attorney-in-fact (with full power of substitutionsubstitution and resubstitution), for and in the Stockholder’s name, place and stead of such Stockholderstead, to vote and exercise all voting and related rights (to the Subject fullest extent that the Stockholder is entitled to do so) with respect to its Shares at any meeting of the stockholders of the Company called, and in every written consent in lieu of such Stockholdermeeting, or grant a consent or approval with respect to any of the matters specified in, and in respect accordance and consistent with, clauses (i) and (ii) of such Subject Shares, in a manner consistent with Section 3.012(a). The Stockholder may vote the Shares on all other matters not contemplated by clauses (i) and (ii) of Section 2(a). (ii) Each Stockholder understands and acknowledges that Weyerhaeuser is the Investors and the Company are entering into the Transaction Purchase Agreement in reliance upon such the Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with 2(d) constitutes an inducement for the execution of Investors and the Transaction Agreement, and that such irrevocable proxy is given Company to secure enter into the performance of the duties of such Stockholder under this Purchase Agreement. Each Except as otherwise provided for herein, the Stockholder hereby further (a) affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby , (b) ratifies and confirms all that such irrevocable proxy the proxies appointed hereunder may lawfully do or cause to be done by virtue hereof. Such ; and (c) affirms that such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies Delaware General Corporation Law. (iii) Upon the terms execution of this Agreement by the Stockholder, the Stockholder hereby revokes any and all prior proxies or powers of attorney given by the Stockholder with respect to the Shares. The Stockholder acknowledges and agrees that no subsequent proxies with respect to such Shares shall be given, and if given, shall not be effective or ineffective ab initio. All authority conferred herein shall be binding upon and enforceable against any successors or assigns of the Stockholder and any transferees of the Shares. Notwithstanding any other provisions of this Agreement, the irrevocable proxy set forth in this Section 3.02. Notwithstanding granted hereunder shall automatically terminate upon the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to in accordance with Section 4.106(m).

Irrevocable Proxy. 1.1 Each Stockholder of the Shareholders hereby irrevocably grants toappoints SH Cangyun, and appoints, Weyerhaeuser, and any individual designated from the date of this Agreement until the termination of this Agreement in writing by Weyerhaeuser, and each of them individuallyaccordance with its terms, as such Stockholder’s his proxy and attorney-in-fact authorizes SH Cangyun to exercise in SH Cangyun’s absolute discretion the following rights enjoyed by him as a Shareholder of Domestic Company in accordance with the articles of association of Domestic Company then in effect (with full power collectively, the “Proxy Rights”): (1) attending shareholders’ meetings as proxy of substitution), for the Shareholders; (2) exercising voting rights on behalf of the Shareholders on all matters being resolved at shareholders’ meetings and in sign on behalf of the name, place Shareholders on the Shareholders’ resolutions; (3) making proposals to convene interim shareholders’ meetings; (4) making proposals on the matters to be discussed and stead of such Stockholder, to vote the Subject Shares of such Stockholder, or grant a consent or approval in respect of such Subject Shares, in a manner consistent with Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholdervoted on at shareholders’ meetings; and (5) exercising Such other shareholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy rights set forth under the articles of association of Domestic Company (as amended from time to time). 1.2 The Shareholders hereby acknowledge that any and all actions taken by SH Cangyun in this Section 3.02 is given in connection with exercising the execution of the Transaction Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable Proxy Rights in accordance with the provisions under this Agreement shall be binding upon them. 1.3 The Shareholders hereby acknowledge that SH Cangyun is not required to seek advice from the Shareholders prior to exercising the Proxy Rights. However, SH Cangyun shall inform the Shareholders as soon as practicable of Section 212(e) any exercise by it of the DGCL. Each Stockholder shallProxy Right. 1.4 The Shareholders shall not, upon written request in any manner or under any circumstance, exercise the rights which have been entrusted to SH Cangyun under Article 1.1 above, unless expressly permitted by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth SH Cangyun in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10writing.

Irrevocable Proxy. Each (a) In furtherance of this Agreement, the Stockholder hereby irrevocably grants to, and appoints, WeyerhaeuserAcquiror and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and Timur Yanbukhtin, in their respective capacities as officers of Acquiror, and any individual designated in writing by Weyerhaeuserwho shall hereafter succeed to any such office of Acquiror, and each of them individually, as such the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such the Stockholder, to vote all shares of Common Stock Beneficially Owned by the Subject Shares of such StockholderStockholder or over which the Stockholder has voting power, or grant a consent or approval in respect of such Subject Sharesshares, or execute and deliver a proxy to vote such shares, (i) in a manner consistent with favor of adopting the Merger Agreement and approving the transactions contemplated thereby, including the Merger and (ii) against any Acquisition Proposal or any other matter referred to in clause (b) of Section 3.01. Each 4 hereof. (b) The Stockholder understands represents and acknowledges warrants to Acquiror that Weyerhaeuser is entering into any proxies heretofore given by the Transaction Agreement Stockholder in reliance upon respect of shares of Common Stock are not irrevocable, and that any such Stockholder’s execution proxies are hereby revoked, and delivery agrees to communicate in writing notice of this Agreement. Each revocation of such proxies to the relevant proxy holders. (c) The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 7(a) is given in connection with with, and in consideration of, the execution of the Transaction AgreementMerger Agreement by Acquiror, and that such irrevocable proxy is given to secure the performance of the duties of such the Stockholder under this Agreement. Each The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 212 of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10Corporation Law.

Irrevocable Proxy. Each Prior to the Expiration Date, solely in the event of a failure by Stockholder to act in accordance with the Stockholder's obligations as to voting pursuant to Section 3.1 no later than the third Business Day prior to any meeting at which the stockholders of the Company will consider and vote on any of the matters described in Section 3.1, Stockholder hereby irrevocably grants to, and appoints, WeyerhaeuserParent, and any individual designated in writing by WeyerhaeuserParent, and each of them individually, as such Stockholder’s 's proxy and attorney-in-fact (with full power of substitutionsubstitution and including for purposes of Section 212 of the DGCL), for and in the name, place and stead of such Stockholder, to vote the Subject Shares of such StockholderCovered Securities, or grant a consent or approval in respect of such Subject Sharesthe Covered Securities, in a manner consistent with Section 3.01this Agreement. Each Stockholder understands and acknowledges that Weyerhaeuser Parent is entering into the Transaction Merger Agreement in reliance upon such Stockholder’s 's execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 5.23 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may be revoked only under no the circumstances be revokedset forth in the last sentence of this Section 5.23. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCLapplicable Law. Each Stockholder shall, upon written request by WeyerhaeuserParent, as promptly as practicable execute and deliver to Weyerhaeuser Parent a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.025.23 and is otherwise reasonably acceptable to Parent and Stockholder. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon the Expiration Date and Parent may terminate any termination of this Agreement proxy granted pursuant to this Section 4.105.23 at any time at its sole discretion by written notice to Stockholder.

Irrevocable Proxy. Each Stockholder hereby irrevocably revokes any and all previous proxies granted with respect to its Subject Shares. By entering into this Agreement, each Stockholder hereby grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, a proxy appointing Parent as such Stockholder’s proxy and attorney-in-fact (and proxy, with full power of substitution), for and in the such Stockholders’ name, place and stead of such Stockholder, to vote (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of such Stockholder, stockholders of the Company or grant a consent or approval in otherwise) with respect of such to the Subject Shares, in a manner consistent the case of each of clause (i) and clause (ii), regarding the matters referred to in ‎Section 2.01 until, subject to Applicable Law, the Effective Date, to the same extent and with Section 3.01the same effect as such Stockholder could do under Applicable Law. Each Stockholder understands hereby ratifies and acknowledges confirms all actions that Weyerhaeuser the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Parent may terminate this proxy with respect to one or more Stockholders at any time and from time to time at its sole election by providing written notice to such Stockholder. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is entering into irrevocable and shall not be terminated by operation of law or upon the Transaction occurrence of any event; provided that the proxy granted by each Stockholder in accordance with this ‎Section 2.02 shall be deemed revoked automatically upon termination of this Agreement in reliance upon such Stockholder’s execution and delivery of this Agreementaccordance with its terms. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 ‎Section 2.02 is given in connection with and granted in consideration of, and as an inducement to, Parent entering into the execution of the Transaction Agreement, Merger Agreement and that such irrevocable proxy is given to secure the performance obligations of the duties of such Stockholder under this Agreement. Each The parties hereto acknowledge and agree that neither Parent, Merger Sub nor any of their respective Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to any Stockholder hereby further affirms that the irrevocable proxy is coupled or any of their Affiliates, in connection with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) as a result of the DGCL. Each Stockholder shall, upon written request exercise of the powers granted to Parent by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10Agreement.

Irrevocable Proxy. (a) Each Stockholder Key Holder hereby irrevocably grants to, and appointsappoints Xmark Fund, WeyerhaeuserL.P. and Xmark Fund, and any individual designated in writing by WeyerhaeuserLtd., and each of them individually, as such Stockholder’s Key Holder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such StockholderKey Holder, to vote or cause to be voted the Subject Shares of such StockholderKey Holder Shares, or grant a consent or approval in respect of such Subject Sharesthe Key Holder Shares at any meeting of the shareholders of the Company or at any adjournment or postponement thereof, in a manner accordance and consistent with Section 3.01. 1 hereof. (b) Each Stockholder understands Key Holder represents that any proxies heretofore given in respect of the Key Holder Shares are not irrevocable, and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. proxies either have been or are hereby revoked. (c) Each Stockholder Key Holder hereby affirms that the irrevocable proxy set forth in this Section 3.02 1.3 is given in connection with the execution of the Transaction this Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this AgreementKey Holder hereunder. Each Stockholder Key Holder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances not be revoked, except by amendment, modification or termination effected in accordance with the terms of this Agreement. Each Stockholder Key Holder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 302A.449 of the DGCLMinnesota Business Corporation Act. Each Stockholder shallThe power and authority hereby conferred shall not be terminated by any act of such Key Holder or by operation of law, by the dissolution of any Key Holder (if such Key Holder is other than a natural person), by lack of appropriate power or authority, or by the occurrence of any other event or events and shall be binding upon written request by Weyerhaeuserall his/its heirs, representatives, executors, successors and/or assigns, as promptly as practicable execute applicable. If after the execution of this Agreement any Key Holder shall dissolve (if such Key Holder is other than a natural person), cease to have appropriate power or authority, or if any other such event or events shall occur, Xmark Fund, L.P. and deliver Xmark Fund, Ltd. are nevertheless authorized and directed to Weyerhaeuser a separate written instrument or proxy that embodies vote the Key Holder Shares in accordance with the terms of this Agreement as if such dissolution, if applicable, lack of appropriate power or authority or other event or events had not occurred and regardless of notice thereof. Notwithstanding any other provisions of this Agreement, the irrevocable proxy set forth in this Section 3.02. Notwithstanding granted hereunder shall automatically terminate upon the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10Agreement.

Irrevocable Proxy. Each Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, and revokes any individual designated in writing by Weyerhaeuser, and each of them individually, as proxies that such Stockholder has heretofore granted with respect to such Stockholder’s proxy Stockholder Shares, hereby irrevocably constitutes and appoints the Investor as attorney-in-fact (and proxy in accordance with full power of substitution)the DGCL for and on such Stockholder’s behalf, for and in the such Stockholder’s name, place and stead stead, to: (a) attend any and all meetings of such Stockholderthe stockholders of the Company, to including the Stockholders Meeting, including adjournments or postponements thereof; (b) vote the Subject Stockholder Shares of such Stockholder in accordance with the provisions of Section 1(a)(ii) and Section 1(a)(iii) at any such meeting; and (c) represent and otherwise act for such Stockholder in the same manner and with the same effect as if such Stockholder were personally present at any such meeting. The foregoing proxy is coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Stockholder, ) until the end of the Restricted Period and shall not be terminated by operation of Law or grant upon the occurrence of any other event other than following a consent or approval in respect termination of such Subject Shares, in a manner consistent with this Agreement pursuant to Section 3.016.15. Each Stockholder understands authorizes such attorney-in-fact and acknowledges that Weyerhaeuser is entering into proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Transaction Agreement in reliance upon such Stockholder’s execution and delivery Secretary of this Agreementthe Company. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 2 is given in connection with the execution by the Investor of the Transaction Agreement, Investment Agreement and that such irrevocable proxy is given to secure the performance of the duties obligations of such Stockholder under this AgreementSection 1. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this The irrevocable proxy set forth in this Section 3.022 is executed and intended to be irrevocable. Notwithstanding the foregoing, Each Stockholder agrees not to grant any proxy that conflicts or is inconsistent with the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of to the Investor in this Agreement pursuant to Section 4.10Agreement.

Irrevocable Proxy. Each Stockholder In order to secure the performance of such Securityholder's obligations under this Agreement, by entering into this Agreement, such Securityholder hereby irrevocably grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, a proxy appointing such persons as Purchaser designates as such Stockholder’s proxy and Securityholder's attorney-in-fact (and proxy, with full power of substitution), for and in the his name, place and stead of such Stockholderstead, to vote vote, express consent or dissent, or otherwise to utilize s▇▇▇ ▇oting power in the manner contemplated by Section 4.01 as such attorney-in-fact and proxy, in his sole discretion, deems proper with respect to such Securityholder's Subject Shares until the termination of such Stockholder, or grant a consent or approval this Agreement in accordance with Section 5.03. Such Securityholder hereby revokes any and all previous proxies granted with respect of such to his Subject Shares, in a manner consistent with Section 3.01. Each Stockholder understands Securityholder severally (and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder not jointly) hereby affirms that the irrevocable proxy set forth in this Section 3.02 4.02 is given in connection with the execution of the Transaction Agreement, Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, except that this irrevocable proxy shall be revoked automatically, without any notice or other action by any person, upon the termination of this Agreement in accordance with Section 5.03. Each Stockholder Securityholder severally (and not jointly) hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCLTHIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST AND IS EXECUTED AND INTENDED TO BE IRREVOCABLE. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable Securityholder shall execute and deliver to Weyerhaeuser a separate written instrument or Purchaser any proxy cards that embodies such Securityholder receives to vote in favor of the terms adoption of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, Merger Agreement and the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10transactions contemplated thereby.

Irrevocable Proxy. Each The Stockholder hereby irrevocably grants to, and appoints, WeyerhaeuserParent, and any individual designated in writing by WeyerhaeuserParent, and each of them individually, as such the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such the Stockholder, to vote the Subject Shares of such StockholderShares, or grant a consent or approval in respect of such the Subject Shares, Shares in a manner consistent with this Section 3.013(a). Each The Stockholder understands and acknowledges that Weyerhaeuser Parent is entering into and causing Sub to enter into the Transaction Merger Agreement in reliance upon such the Stockholder’s execution and delivery of this Agreement. Each The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 3(a)(4) is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such the Stockholder under this Agreement. Each The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement. Upon delivery of written request to do so by WeyerhaeuserParent, such Stockholder shall as promptly as practicable execute and deliver to Weyerhaeuser Parent a separate written instrument or proxy that embodies the terms of this the irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.103(a)(4).

Irrevocable Proxy. Each Concurrently with the execution of this Agreement, each Stockholder hereby irrevocably grants toagrees to execute and deliver, and appoints, Weyerhaeuser, to cause each other holder of record of one or more Covered Shared beneficially owned by such Stockholder and any individual designated Stockholder Controlled by such Stockholder to execute and deliver, to Parent an irrevocable proxy in writing by Weyerhaeuserthe form attached as Exhibit A hereto (each, and a “Proxy” and, collectively, the “Proxies”), each of them individuallywhich shall be irrevocable during the Term of this Agreement to the extent permitted by applicable law, as such covering all of the applicable Stockholder’s proxy Covered Shares. The Stockholders hereby represent and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, warrant to vote the Subject Shares of such Stockholder, or grant a consent or approval Parent that any proxies heretofore given in respect of any Covered Shares are not irrevocable and that any such Subject Shares, in a manner consistent with Section 3.01proxies are hereby revoked. Each Stockholder understands and acknowledges The Stockholders hereby affirm that Weyerhaeuser is entering into each of the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 Proxies is given in connection with the execution of the Transaction Agreement, Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of such the applicable Stockholder under this Agreement. Each Stockholder The Stockholders hereby further affirms affirm that the irrevocable proxy each Proxy is coupled with an interest and may under no circumstances be revoked, it being acknowledged and agreed however that each Proxy, by its terms, shall automatically and without any further action by any Person terminate and be of no further force and effect upon and after the termination of this Agreement. Parent (or its designee) agrees not to exercise the proxy granted in each Proxy for any purpose other than the purposes described in this Agreement. Each Stockholder hereby ratifies and confirms all that such its irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such Without limiting the generality of the foregoing, such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCLDelaware General Corporation Law. Each If for any reason its proxy granted herein is not irrevocable, each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver agrees to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth vote its Covered Shares in this accordance with Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.102(a) hereof.

Irrevocable Proxy. Each Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, and revokes any individual designated in writing by Weyerhaeuser, and each of them individually, as proxies that such Stockholder has heretofore granted with respect to such Stockholder’s proxy 's Covered Shares, hereby irrevocably constitutes and appoints the then-acting chief executive officer of the Company as attorney-in-fact (and proxy in accordance with full power of substitution)the DGCL for and on such Stockholder's behalf, for and in the such Stockholder's name, place and stead of stead, in the event that such StockholderStockholder fails to comply in any material respect with his, her or its obligations hereunder in a timely manner, to vote the Subject Covered Shares of such Stockholder, or Stockholder and grant a consent or approval in respect of such Subject Sharesall written consents thereto, in each case in accordance with the provisions of Section 1, and represent and otherwise act for such Stockholder in the same manner and with the same effect as if such Stockholder were personally present at any meeting held for the purpose of voting on the foregoing. The foregoing proxy is coupled with an interest, is irrevocable [(and shall survive and not be affected by the death, incapacity, mental illness or insanity of the Stockholder)]1 prior to the Termination Date and shall not be terminated by operation of Law or upon the occurrence of any other event other than following a manner consistent with termination of this Agreement pursuant to Section 3.014. Each Stockholder understands authorizes such attorney-in-fact and acknowledges that Weyerhaeuser is entering into proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Transaction Agreement in reliance upon such Stockholder’s execution and delivery then-acting Secretary of this Agreementthe Company. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 3 is given in connection with the execution by Acquiror and Merger Sub of the Transaction Agreement, Business Combination Agreement and that such irrevocable proxy is given to secure the performance obligations of the duties of such Stockholder under this AgreementSection 1. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this The irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy 3 is executed and appointment granted hereby shall intended to be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10irrevocable.

Irrevocable Proxy. Each (a) In furtherance of the agreements contained in Section 3 of this Agreement, Stockholder hereby irrevocably grants to, and appoints, Weyerhaeusereach of Purchaser and each of the executive officers of Purchaser, in their respective capacities as officers of Purchaser, as the case may be, and any individual designated in writing by Weyerhaeuserwho shall hereafter succeed to any such office of Purchaser, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Subject all Shares of such StockholderBeneficially Owned by Stockholder that are outstanding from time to time, to grant or grant withhold a consent or approval in respect of such Subject Shares and to execute and deliver a proxy to vote such Shares, in each case solely to the extent and in the manner specified in Section 3. It being understood that the proxy granted pursuant to this Section 5 shall be solely with regard to the approval of the Purchase Agreement and the transactions contemplated thereby and the other matters set forth in Section 3, and any other matter to be voted on by Stockholder as a manner consistent with Section 3.01. Each stockholder of the Seller shall not be subject to the proxy granted herein. (b) Stockholder understands represents and acknowledges warrants to Purchaser that Weyerhaeuser is entering into all proxies heretofore given in respect of the Transaction Agreement Owned Shares are not irrevocable and that all such proxies have been properly revoked or are no longer in reliance upon such Stockholder’s execution and delivery effect as of this Agreement. Each the date hereof. (c) Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 5 is given by Stockholder in connection with with, and in consideration of, the execution of the Transaction AgreementPurchase Agreement by Purchaser, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and and, except as set forth in Section 9, may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 212 of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or Delaware General Corporation Law. (d) The proxy that embodies the terms of this irrevocable proxy set forth granted in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby 5 shall be automatically revoked, without any action by any Stockholder, upon any termination of remain valid until this Agreement terminates pursuant to Section 4.109 hereof.

Irrevocable Proxy. Each The Atairos Stockholder hereby revokes any proxies that it has heretofore granted with respect to its Atairos Owned Shares, hereby irrevocably grants to, constitutes and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, appoints Acquiror as such Stockholder’s proxy and attorney-in-fact (and proxy in accordance with full power of substitution)the DGCL for and on its behalf, for and in the Atairos Stockholder’s name, place and stead of such Stockholderstead, solely in the event that the Atairos fails to comply in any material respect with its obligations hereunder in a timely manner, to vote the Subject Atairos Owned Shares of such Stockholder, or the Atairos Stockholder and grant a consent or approval in respect of such Subject Sharesall written consents thereto, in each case in accordance with the provisions of Section 1 and represent and otherwise act for the Atairos Stockholder in the same manner and with the same effect as if the Atairos Stockholder were personally present at any meeting held for the purpose of voting on the foregoing. The foregoing proxy is coupled with an interest, is irrevocable and shall not be terminated by operation of Law or upon the occurrence of any other event other than following a manner consistent with Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery termination of this AgreementAgreement pursuant to Section 5. Each The Atairos Stockholder authorizes such attorney-in-fact to file this proxy and any substitution or revocation with the Secretary of the Company. The Atairos Stockholder hereby affirms that that, subject to the last sentence of this Section 10, the irrevocable proxy set forth in this Section 3.02 10 is given in connection with the execution by Acquiror of the Transaction Agreement, Business Combination Agreement and that such irrevocable proxy is given to secure the performance obligations of the duties of such Atairos Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this The irrevocable proxy set forth in this Section 3.0210 is executed and intended to be irrevocable, subject to the last sentence of this Section 10. Notwithstanding the foregoing, The Atairos Stockholder agrees not to grant any proxy that conflicts or is inconsistent with the proxy and appointment granted hereby to Acquiror in this Agreement. The proxy set forth in this Section 10 shall be automatically revoked, without any action by any Stockholder, revoked upon any termination of this Agreement pursuant to Section 4.10the Termination Date.