Common use of Irrevocable Proxy Clause in Contracts

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement, each Stockholder does hereby appoint Purchaser the Company and any of its designees with full power of substitution and resubstitution, as such Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of such Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign such Stockholder’s name (solely in its capacity as a stockholder) to any stockholder Stockholder consent, if such Stockholder is unable fails to perform or otherwise does not perform vote his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereofhereof by 5:00 p.m. (Eastern Time) on the day immediately preceding the meeting date (or date upon which written consents are requested to be submitted), provided the Stockholder has received information regarding the meeting or request for written consent at least five (5) Business Days before such shareholder meeting or any consent solicitation or other vote taken of the Company’s stockholders. Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by such Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with with, and granted in consideration of of, and as an inducement to Seller the Company, Homology and Purchaser Merger Sub to enter into the Exchange Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. The irrevocable 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. Each Stockholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares with respect to the matters set forth in Section 1 until after the Expiration Date. With respect to any Shares that are owned beneficially by Stockholder but are not held of record by Stockholder (other than shares beneficially owned by Stockholder that are held in the name of a bank, broker or nominee), Stockholder shall take all action necessary to cause the record holder of such Shares to grant the irrevocable proxy and take all other actions provided for in this Section 6 with respect to such Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject After the occurrence and during the continuation of an Event of Default, each Loan Party hereby revokes all previous proxies (if any) with regard to the final sentence Pledged Equity and appoints Bank as its proxyholder and attorney in fact to, so long as such actions are performed in accordance with the applicable organizational documents and applicable law, attend and vote at any and all meetings of the equity holders of the entities which issued the Pledged Equity (whether or not transferred into the name of Bank), and any adjournments thereof, held on or after the date of the giving of this Section 6proxy and to execute any and all written consents, by execution waivers and ratifications of the equity holders of such entities executed on or after the date of the giving of this Agreementproxy with the same effect as if the Loan Parties had personally attended the meetings or had personally voted its shares or had personally signed the written consents, Stockholder does waivers or ratification. For the avoidance of doubt, the revocation of existing proxies (if any) shall not be effective until, and the appointment of Bank as proxyholder and attorney-in-fact shall not be effective until, the occurrence and during the continuance of an Event of Default. After the occurrence and during the continuation of an Event of Default, the Loan Parties hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, authorize Bank to substitute another Person (which Person shall be a successor to the fullest extent rights of Stockholder’s rights with respect Bank hereunder or a nominee appointed by Bank to serve as proxyholder) as the Shares proxyholder and, upon the occurrence or New Sharesduring the continuance of any Event of Default, hereby authorize and direct the proxyholder to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends file this proxy to be irrevocable and the substitution instrument with the secretary of the appropriate entity. This proxy is coupled with an interest hereunder and is irrevocable until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the Obligations have been paid in full in cash (other than contingent indemnification obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Datefor which no claim has been made).

Irrevocable Proxy. Subject to (a) The Stockholder hereby, and without the final sentence of this Section 6need for any further action by the Stockholder, by execution of this Agreement(A) grants a proxy to, Stockholder does hereby appoint Purchaser and appoints, Parent, and any Person designated in writing by Parent, and each of its designees them individually, the Stockholder’s proxy and attorney-in-fact (with full power of substitution substitution), for and resubstitution, as in the name of the Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote the Shares owned beneficially and exercise all voting and related rights, including of record by the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, act by way of written consent with respect to such Shares in the manner indicated in Section 1.01 (which proxy shall be limited solely with respect to the matters set forth in Section 1 hereof1.01). Stockholder intends this This proxy to shall be irrevocable (pursuant to Section 212(e) of the DGCL) and is coupled with an interest hereunder and the Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of such proxy. Such proxy shall continue in force until it expires, automatically and without further action by the Expiration Dateparties, upon termination of this Agreement. For the avoidance of doubt, nothing in this Section 1.03 or the proxy hereby granted shall affect the authority of the Stockholder to execute and deliver or otherwise affect the validity of the Written Consent contemplated by Section 1.01(d) of this Agreement. (b) The Stockholder hereby represents to Parent that any proxies heretofore given in respect of the Shares are not irrevocable and hereby revokes any proxy previously granted and all prior proxies or powers of attorney given by the Stockholder with respect to the Shares or New Shares and represents that none voting of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares inconsistent with respect the terms of Section 1.01 and has taken such further action and executed such other instruments as required to the matters set forth in Section 1 until after the Expiration Daterevoke any such proxies. The Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 granted herein is given in connection with and granted in consideration the execution of and as an inducement to Seller and Purchaser to enter into the Exchange Merger Agreement and that such irrevocable proxy is given to secure the obligations performance of the duties of the Stockholder under Section 1this Agreement. Notwithstanding anything contained herein Subject to the contraryother terms and provisions of this Agreement and the Merger Agreement, this irrevocable proxy the Stockholder shall automatically terminate upon retain the Expiration Dateright to vote or cause to be voted all of the Stockholder’s Shares in its sole discretion on all matters not specified in Section 1.01.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely Solely with respect to the matters set forth described in Section 1 hereof1.1, each Shareholder constitutes and appoints HGI Funding, from and after the date hereof until the earlier to occur of the Effective Time and the termination of this Agreement pursuant to Section 8 (at which point such constitution and appointment shall automatically be revoked), as such Shareholder’s attorney, agent and proxy (each such constitution and appointment, an “Irrevocable Proxy”), with full power of substitution, for and in the name, place and stead of such Shareholder, to vote and otherwise act with respect to all of such Shareholder’s Subject Shares at any annual, special or other meeting of the shareholders of the Company, and at any adjournment or adjournments or postponement thereof, and in any action by written consent of the shareholders of the Company, on the matters and in the manner specified in Section 1.1. Stockholder intends this Each such proxy to be and power of attorney is irrevocable and coupled with an interest hereunder until and, to the Expiration Dateextent permitted under applicable Law, shall be valid and binding on any Person to whom such Shareholder may transfer any of its Subject Shares in breach of this Agreement. Each Shareholder hereby revokes any proxy previously all other proxies and powers of attorney with respect to all of such Shareholder’s Subject Shares that may have heretofore been appointed or granted by Stockholder with respect to the Shares matters covered by Section 1.1, and no subsequent proxy or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted shall be given (and if given, shall not be effective) by such Shareholder with respect thereto on the matters covered by Section 1. 1. All authority herein conferred or agreed to be conferred by any Shareholder shall survive the death or incapacity of Stockholder such Shareholder and the obligations any obligation of Stockholder any Shareholder under this Agreement shall be binding on Stockholder’s upon the heirs, personal representatives, successorssuccessors and assigns of such Shareholder. It is agreed that HGI Funding will not use the Irrevocable Proxy granted by any Shareholder unless such Shareholder fails to comply with Section 1.1 and that, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant the extent HGI Funding uses any subsequent powers of attorney or proxies with respect such Irrevocable Proxy, it will only vote the Subject Shares subject to any Shares or New Shares such Irrevocable Proxy with respect to the matters set forth specified in, and in accordance with the provisions of, Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date1.1.

Irrevocable Proxy. Subject (a) Each Stockholder hereby revokes (or agrees to the final sentence of this Section 6, by execution of this Agreement, cause promptly to be revoked) any proxies that such Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights has heretofore granted with respect to the Shares Subject Shares. Such Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all meetings of the stockholders of the Company, (b) vote, express consent or New Shares, dissent or issue instructions to the record holder to vote and exercise all voting and related rights, including the right to sign such Stockholder’s name Subject Shares in accordance with the provisions of Section 2.1 at any and all meetings of the stockholders of the Company, and (solely in its capacity as a stockholderc) grant or withhold, or issue instructions to any stockholder consentthe record holder to grant or withhold, if Stockholder is unable to perform or otherwise does not perform hisconsistent with the provisions of Section 2.1, her or its obligations under this Agreement, with respect to such Shares solely all written consents with respect to the matters set forth Subject Shares at any and all meetings of the stockholders of the Company or in Section 1 hereof. Stockholder intends this proxy connection with any action sought to be irrevocable and taken by written consent without a meeting. Parent agrees not to 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 hereunder interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the Expiration DateDate and shall not be terminated by operation of Law or upon the occurrence of any other event. Such Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, hereby revokes to revoke any proxy previously granted by Stockholder with respect substitution and to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably file this proxy and power any substitution or revocation with the Secretary of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assignsCompany. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Such Stockholder hereby affirms that the proxy set forth in this Section 6 2.2 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser the Parent Parties to enter into the Exchange Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 12.1. Notwithstanding anything contained herein The proxy set forth in this Section 2.2 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 6.2. (b) No Stockholder shall enter into any tender, voting or other such agreement, or grant a proxy or power of attorney, with respect to the contrarySubject Shares that is inconsistent with this Agreement or otherwise take any other action with respect to the Subject Shares that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby. (c) The representations and warranties, covenants and obligations of each Stockholder hereunder shall be several and not joint and no Stockholder shall be responsible or liable for the breach of this irrevocable proxy Agreement by any other Stockholder. Nothing in this Agreement shall automatically terminate upon require any Stockholder to exercise any option and/or other right to purchase any Common Stock of the Expiration DateCompany.

Irrevocable Proxy. Subject to the final sentence of this Section 68, by execution of this Agreement, Stockholder does hereby appoint Purchaser the Company and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject To secure the Shareholder’s obligations to vote the final sentence of this Section 6, by execution of Shareholder Shares in accordance with this Agreement, Stockholder does the Shareholder hereby appoint Purchaser irrevocably grants to and appoints the Chief Executive Officer, President, Secretary, and Executive Vice President of the Company (each, a “Company Party” and collectively, the “Company Parties”), or any of its designees them from time to time, or their designees, as the Shareholder’s sole, exclusive, true and lawful proxy and attorney-in-fact, for and in the Shareholder’s name, place and stead, with the power to act alone and with full power of substitution and resubstitution, and hereby authorizes and empowers the Company Parties to vote all of the Shareholder Shares at any meeting of the stockholders of the Company and in every written consent in lieu of such meeting, as Stockholderset forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Shareholder. The proxy and power granted by the Shareholder pursuant to this Section are coupled with an interest and are given to secure the performance of such party’s true duties under this Agreement. Each such proxy and lawful power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual holder of the Common Stock and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding the Shareholder Shares. Upon the execution of this Agreement by the Shareholder, the Shareholder hereby revokes any and all prior proxies or powers of attorney and irrevocable proxy, to given by the fullest extent of Stockholder’s rights Shareholder with respect to the Shares or New Shareholder Shares, to vote . The Shareholder acknowledges and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, agrees that no subsequent proxies with respect to such Shareholder Shares solely with respect to the matters set forth in Section 1 hereofshall be given, and if given, shall not be effective or ineffective ab initio. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted All authority conferred herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees upon and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant enforceable against any subsequent powers of attorney successors or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations assigns of the Stockholder under Section 1. Notwithstanding anything contained herein to Shareholder and any transferees of the contrary, this irrevocable proxy shall automatically terminate upon the Expiration DateShareholder Shares.

Irrevocable Proxy. Subject to Stockholder hereby irrevocably appoints Geac as Stockholder's proxyholder through the final sentence of this Section 6Expiration Date, by execution of this Agreement, Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, to attend and act for and on behalf of Stockholder at the Stockholder Meeting or any other meeting of Extensity's stockholders, and to act by written consent as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent a stockholder of Stockholder’s rights with respect to the Shares or New SharesExtensity, to vote the Shares in the following manner: (a) for the adoption and exercise approval of the Merger Agreement and the Merger and (b) against any other extraordinary transaction such as another merger or a consolidation, business combination, reorganization, recapitalization, liquidation, sale or transfer of all or substantially all of the assets or more than 50% of the voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to securities of Extensity or any stockholder consent, if Stockholder is unable to perform Extensity Sub or otherwise does not perform his, her any other change of control involving Extensity or its obligations under any Extensity Sub. By signing this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted and all prior proxies given by Stockholder with respect to the Shares or New any Shares and represents shall promptly inform the holders of any such proxies in writing of that none of such previously-granted proxies are irrevocablerevocation, sending a copy to Geac. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or other proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after before the Expiration Date. The Stockholder hereby affirms that the This proxy set forth in this Section 6 is given in connection irrevocable, is coupled with an interest and is granted in consideration of Geac and as an inducement to Seller and Purchaser to enter Geac Sub entering into the Exchange Agreement Merger Agreement. Stockholder agrees and acknowledges that none of Geac, Geac Sub or any of their successors, assigns, subsidiaries, employees, officers, directors, shareholders, agents or affiliates owe any duty to Stockholder or shall incur any liability of any kind whatsoever (including, without limitation, for any claims, losses, demands, causes of action, costs, expenses or attorneys' fees) to Stockholder in connection with or as a result of any voting (or refraining from voting) any Shares. In addition, Stockholder acknowledges and agrees that, pursuant to this irrevocable proxy, Geac may vote the Shares to further its own interests and that such proxy Geac is given to secure the obligations of the Stockholder under Section 1not acting as a fiduciary for Stockholder. Notwithstanding anything contained herein to the contrary, this This irrevocable proxy shall automatically terminate survive, and shall not be terminated by, any act of Stockholder, operation of law or any other event such as the death, incapacity, disability or bankruptcy of Stockholder or the termination of any trust or estate for which Stockholder is acting as a fiduciary. This irrevocable proxy shall be binding upon the Expiration Datespouse (if any), heirs, personal representatives, successors and assigns of Stockholder.

Irrevocable Proxy. Each Shareholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Shareholder hereby represents that any such prior proxy is revocable), other than proxies granted solely with respect to the final sentence of this Section 6, by execution of Routine Matters (as defined below). By entering into this Agreement, Stockholder does such Shareholder hereby appoint Purchaser grants a proxy appointing Parent as such Shareholder’s attorney-in-fact and any of its designees proxy, with full power of substitution substitution, for and resubstitution, as Stockholderin such Shareholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights name with respect to the Shares or New Subject Shares, effective as of the date hereof and continuing until the Expiration Date, to vote and exercise all voting and related rightsvote, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consentexpress consent or dissent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations to utilize such voting power solely as contemplated by Section 1.01 above; provided that Parent shall provide at least twenty-four (24) hours’ notice prior to exercising the proxy granted by such Shareholder under this Agreement, with respect to such Shares solely with respect Section 1.02 to the matters set forth extent Parent intends to exercise such proxy within five (5) Business Days of the mailing of the Joint Proxy Statement. The proxy granted by such Shareholder pursuant to this Section 1.02 is irrevocable and is granted in consideration of Parent entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Shareholder shall automatically be revoked upon the Expiration Date. Each Shareholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1 hereof1.02. Stockholder Each Shareholder intends this proxy to be irrevocable and unconditional during the term of this Agreement and coupled with an interest hereunder until and will take such further action or execute such other instruments as may be reasonably necessary to effect the Expiration Date, intent of this proxy. Each Shareholder hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney proxy or proxies enter into any voting trust or other agreement or arrangement with respect to the voting of any Subject Shares or New during the term of this Agreement (except for a Permitted Transfer), other than the granting of proxies to vote Subject Shares with respect to the election of directors, ratification of the appointment of the Company’s auditors at the Company’s annual meeting or special meeting of shareholders, and other routine matters set forth at the Company’s annual meeting or any special meeting, in Section 1 until after either case, solely to the Expiration Dateextent such matters are not (i) inconsistent with the obligations contemplated by the Merger Agreement or this Agreement or (ii) related to the transactions contemplated by the Merger Agreement or this Agreement (collectively, “Routine Matters”). The Stockholder hereby affirms that Any attempt by such Shareholder to grant a proxy, vote, consent or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy set forth in granted pursuant to this Section 6 is given in connection with 1.02 shall be null and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Datevoid ab initio.

Irrevocable Proxy. Each Equityholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Equityholder has heretofore granted with respect to such Equityholder’s Subject Shares. Each Equityholder hereby irrevocably appoints CST as attorney-in-fact and proxy for and on behalf of such Equityholder, for and in the name, place and stead of such Equityholder, to: (a) vote or issue instructions to the final sentence record holder to vote, such Equityholder’s Subject Shares in accordance with the provisions of this Section 61.1 at any and all Meetings and (b) grant or withhold, by execution of this Agreement, Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, or issue instructions to the fullest extent record holder to grant or withhold, in accordance with the provisions of Stockholder’s rights Section 1.1, all written consents with respect to the Subject Shares or New Shares, in connection with any action sought to vote and be taken by written consent without a meeting. CST agrees not to exercise all voting and related rights, including the right to sign Stockholder’s name (solely proxy granted herein for any purpose other than the purposes described in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement. 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 Equityholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of legal requirements or upon the occurrence of any other event other than the termination of this Agreement with respect to such Shares solely with respect Equityholder pursuant to the matters set forth in Section 1 hereof4.2 (and shall be terminated and revoked upon such termination). Stockholder intends Each Equityholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy to be irrevocable and coupled any substitution or revocation with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none secretary of such previously-granted proxies are irrevocableCST. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder Each Equityholder hereby affirms that the proxy set forth in this Section 6 1.4 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser CST to enter into close the Exchange Agreement transactions contemplated by the Purchase Agreements and that such proxy is given to secure the obligations of the Stockholder Equityholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date1.1.

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement, each Stockholder does hereby appoint Purchaser Terrain and any of its designees with full power of substitution and resubstitution, as such Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of such Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign such Stockholder’s name (solely in its capacity as a stockholder) to any stockholder Stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by such Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with with, and granted in consideration of of, and as an inducement to Seller the Company, Terrain and Purchaser Merger Sub to enter into the Exchange Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. The irrevocable 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. Each Stockholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares with respect to the matters set forth in Section 1 until after the Expiration Date. With respect to any Shares that are owned beneficially by Stockholder but are not held of record by Stockholder (other than shares beneficially owned by Stockholder that are held in the name of a bank, broker or nominee), Stockholder shall take all action necessary to cause the record holder of such Shares to grant the irrevocable proxy and take all other actions provided for in this Section 6 with respect to such Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement, each Stockholder does hereby appoint Purchaser Vibrant and any of its designees with full power of substitution and resubstitution, as such Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of such Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign such Stockholder’s name (solely in its capacity as a stockholderStockholder) to any stockholder Stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by such Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with with, and granted in consideration of of, and as an inducement to Seller the Company, Vibrant and Purchaser Merger Sub to enter into the Exchange Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. The irrevocable 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. Each Stockholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder Agreement each Holder does hereby appoint Purchaser Dogwood and any of its designees with full power of substitution and resubstitution, as Stockholdersuch Holder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholdersuch Holder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholdersuch Holder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder such Holder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder Each Holder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder such Holder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder such Holder and the obligations of Stockholder such Holder shall be binding on Stockholdersuch ▇▇▇▇▇▇’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ Each Holder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder Each Holder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser Dogwood to enter into the Exchange Licensing Agreement and to issue and sell to such Holder the Shares and that such proxy is given to secure the obligations of the Stockholder Holders under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint Purchaser Parent and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares and New Shares solely with respect to the matters set forth in Section 1 hereof1. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller the Company, Parent, First Merger Sub and Purchaser Second Merger Sub to enter into the Exchange Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject to the final sentence of this Section 68, by execution of this Agreement, Stockholder does hereby appoint Purchaser the Company and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇h▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject (a) In order to the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, as secure each Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, 's obligation to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under Voting Shares in accordance with the provisions of Section 6 of this Agreement, each Stockholder hereby appoints GSCP as his, her or its true and lawful proxy and attorney-in-fact, with respect full power of substitution, to vote all of his, her or its Voting Shares of the Company as is necessary to enforce the rights of GSCP under Section 6 of this Agreement until such Shares solely rights are terminated in accordance with respect the terms of this Agreement. GSCP may exercise the irrevocable proxy granted to the matters set forth in it hereunder at any time any Stockholder fails to comply with any provision of Section 1 hereof6 of this Agreement granting GSCP rights thereunder. The proxies and powers granted by each Stockholder intends pursuant to this proxy to be irrevocable and Section 6.6(a) are coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations performance of the Stockholder Stockholder's obligations to GSCP under Section 16 of this Agreement. Notwithstanding anything contained herein Such proxies and powers will be effective until an IPO, at which time such proxies and powers shall terminate. Such proxies and powers shall survive the death, incompetency and disability of each Stockholder. (b) In order to secure each Stockholder's obligation to vote his, her or its Voting Shares in accordance with the contraryprovisions of Section 6 of this Agreement, each Stockholder hereby appoints Constellation as his, her or its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of his, her or its Voting Shares of the Company as is necessary to enforce the rights of Constellation under Section 6 of this Agreement until such rights are terminated in accordance with the terms of this Agreement. Constellation may exercise the irrevocable proxy granted to it hereunder at any time any Stockholder fails to comply with any provision of Section 6 of this Agreement granting Constellation rights thereunder. The proxies and powers granted by each Stockholder pursuant to this Section 6.6(b) are coupled with an interest and are given to secure the performance of the Stockholder's obligations to Constellation under Section 6 of this Agreement. Such proxies and powers will be effective until an IPO, at which time such proxies and powers shall automatically terminate upon terminate. Such proxies and powers shall survive the Expiration Datedeath, incompetency and disability of each Stockholder. (c) In order to secure each Stockholder's obligation to vote his, her or its Voting Shares in accordance with the provisions of Section 6 of this Agreement, each Stockholder hereby appoints Mitsubishi as his, her or its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of his, her or its Voting Shares of the Company as is necessary to enforce the rights of Mitsubishi and TEPCO International under Section 6 of this Agreement until such rights are terminated in accordance with the terms of this Agreement. Mitsubishi may exercise the irrevocable proxy granted to it hereunder at any time any Stockholder fails to comply with any provision of Section 6 of this Agreement granting Mitsubishi or TEPCO International rights thereunder. The proxies and powers granted by each Stockholder pursuant to this Section 6.6(c) are coupled with an interest and are given to secure the performance of the Stockholder's obligations to Mitsubishi and TEPCO International under Section 6 of this Agreement. Such proxies and powers will be effective until an IPO, at which time such proxies and powers shall terminate. Such proxies and powers shall survive the death, incompetency and disability of each Stockholder.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder Agreement Individual does hereby appoint Purchaser ▇▇▇▇▇▇▇ and any of its designees with full power of substitution and resubstitution, as StockholderIndividual’s true and lawful attorney and irrevocable proxy, to the fullest extent of StockholderIndividual’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign StockholderIndividual’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder Individual is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder Individual intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder Individual with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder Individual and the obligations of Stockholder Individual shall be binding on StockholderIndividual’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder Individual hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller Dogwood to issue and Purchaser sell to enter into Individual the Exchange Agreement Shares and that such proxy is given to secure the obligations of the Stockholder Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.. ​

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint Purchaser the Company and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement, Stockholder each Shareholder does hereby appoint Purchaser the Company and any of its designees with full power of substitution and resubstitution, as Stockholdersuch Shareholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholdersuch Shareholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholdersuch Shareholder’s name (solely in its capacity as a stockholderShareholder) to any stockholder Shareholder consent, if Stockholder Shareholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder Each Shareholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder such Shareholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably Shareholder hereby affirms that the proxy set forth in this Section 6 is given in connection with, and granted in consideration of, and as an inducement to the Company, Vibrant and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Shareholder under Section 1. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder such Shareholder and the obligations of Stockholder such Shareholder shall be binding on Stockholdersuch Shareholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ Each Shareholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely Solely with respect to the matters set forth described in Section 1 hereof. 1.1, if the Stockholder intends this has not taken a Qualifying Action (as defined below) on or prior to the fifth business day prior to the Stockholders Meeting, the Stockholder hereby irrevocably appoints (and if such Stockholder holds any Voting Shares through a nominee, such Stockholder shall timely cause and direct such nominee holder to irrevocably appoint) Parent as its proxy to (which proxy is and shall be irrevocable to the extent provided in Section 212 of the Delaware General Corporation Law (the “DGCL”) and which appointment is coupled with an interest hereunder for purposes of Section 212 of the DGCL) to vote all Voting Shares owned by such Stockholder beneficially and/or of record solely on the matters described in Section 1.1, and in accordance therewith, effective from and after such fifth business day prior to the Stockholders Meeting and until the Expiration Termination Date, hereby revokes . Each Stockholder agrees to execute (or to cause any nominee holder to execute) any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy previously granted contained herein. “Qualifying Action” means either (a) the delivery by or on behalf of the Stockholder to Parent of a copy of such Stockholder’s (or its nominee holder’s) duly executed and valid proxy (and any amendment of such proxy) with respect to the Stockholders Meeting, provided the votes authorized in such proxy or amendment thereof are consistent with the terms of this Agreement and such proxy or amendment thereof is otherwise consistent with this Agreement or (b) the delivery by each Stockholder to Parent of a written certificate by one of its duly authorized individuals certifying that such Stockholder (or its nominee holder) shall attend the Stockholders Meeting in person and vote (or cause the voting of) its Voting Shares in accordance with Section 1.1 hereof, provided, that in the event that a Qualifying Action is subsequently rescinded, revoked or New Shares modified in any manner inconsistent with the requirements of Section 1.1, such action shall no longer be a Qualifying Action, and represents that none of such previously-granted proxies are irrevocable. The irrevocably Parent shall have the proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies described in this Section 1.3 with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration DateStockholder’s Voting Shares.

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement, each Stockholder does hereby appoint Purchaser the Company and any of its designees with full power of substitution and resubstitution, as such Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of such Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign such Stockholder’s name (solely in its capacity as a stockholder) to any stockholder Stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by such Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with with, and granted in consideration of of, and as an inducement to Seller the Company, Terrain and Purchaser Merger Sub to enter into the Exchange Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. The irrevocable 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. Each Stockholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares with respect to the matters set forth in Section 1 until after the Expiration Date. With respect to any Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder (other than shares beneficially owned by the Stockholder that are held in the name of a bank, broker or nominee), the Stockholder shall take all action necessary to cause the record holder of such Shares to grant the irrevocable proxy and take all other actions provided for in this Section 6 with respect to such Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. a. Without limiting any other rights or remedies of the Company, each Subject to Stockholder hereby irrevocably appoints the final sentence of this Section 6Company or any individual designated by the Company as the Subject Stockholder’s agent, by execution of this Agreement, Stockholder does hereby appoint Purchaser attorney-in-fact and any of its designees proxy (with full power of substitution and resubstitutionresubstituting), as for and in the name, place and stead of the Subject Stockholder’s true and lawful attorney and irrevocable proxy, to attend on behalf of the fullest extent Subject Stockholder any meeting of Stockholder’s rights with respect to the Shares holders of Acquiror Stock or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New other Covered Shares with respect to the matters described in Section 1, to include the Covered Shares in any computation for purposes of establishing a quorum at any such meeting of the holders of Acquiror Stock or other Covered Shares, to vote (or cause to be voted) the Covered Shares or consent (or withhold consent) with respect to any of the matters described in Section 1 in connection with any meeting of the holders of Acquiror Stock or other Covered Shares or any action by written consent by the holders of Acquiror Stock or other Covered Shares, in each case, in the event that the Subject Stockholder fails to timely perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1 until after 1. b. The proxy granted by each Subject Stockholder pursuant to Section 2(a) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for the Expiration DateCompany entering into the Merger Agreement and agreeing to consummate the Transactions. The proxy granted by each Subject Stockholder hereby affirms that pursuant to Section 2(a) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by each Subject Stockholder and shall revoke any and all prior proxies granted by each Subject Stockholder with respect to the Covered Shares. The vote or consent of the proxyholder in accordance with Section 2(a) and with respect to the matters in Section 1 shall control in the event of any conflict between such vote or consent by the proxyholder of the Covered Shares and a vote or consent by each Subject Stockholder of the Covered Shares (or any other Person with the power to vote the Covered Shares) with respect to the matters in Section 1. The proxyholder may not exercise the proxy granted pursuant to Section 2(a) on any matter except those provided in Section 1. For the avoidance of doubt, each Subject Stockholder may vote the Covered Shares on all other matters, subject to, for the avoidance of doubt, the other applicable covenants, agreements and obligations set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration DateAgreement.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by By execution of this Agreement, the Stockholder does hereby appoint Purchaser and constitute the Company and any one or more other individuals designated by the Company, and each of its designees them individually, until the Expiration Date (at which time this proxy shall automatically be revoked), with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorney attorneys-in-fact and irrevocable proxyproxies, to the fullest extent of the Stockholder’s rights with respect to the Parent Shares or and New Parent Shares, to vote each of the Parent Shares and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such New Parent Shares solely with respect to the matters set forth in Section 1 3.1 hereof, to the extent that the Stockholder is required to vote in accordance with the first sentence of Section 3.1; provided, however, that the foregoing shall only be effective if the Parent Shares and the New Parent Shares, to the extent such Parent Shares and New Parent Shares are held by Stockholder at the close of business on the Record Date, fail to be counted as present or to be voted, as applicable, in accordance with Section 3 above. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder hereafter until the Expiration DateDate for all purposes, including without limitation Section 2-507(d) of the Maryland General Corporation Law, and hereby revokes any proxy previously granted by the Stockholder with respect to the Parent Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration DateParent Shares. The Stockholder hereby affirms ratifies and confirms all actions that the proxies authorized hereunder may lawfully do or cause to be done in accordance with this Agreement. The proxy set forth in granted by Stockholder pursuant to this Section 6 is given granted in connection with order to secure Stockholder’s performance under this Agreement and granted also in consideration of and as an inducement to Seller and Purchaser to enter the Company entering into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration DateMerger Agreement.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder Agreement Sealbond does hereby appoint Purchaser ▇▇▇▇▇▇▇ and any of its designees with full power of substitution and resubstitution, as StockholderSealbond’s true and lawful attorney and irrevocable proxy, to the fullest extent of StockholderSealbond’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign StockholderSealbond’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder Sealbond is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder Sealbond intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder Sealbond with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder Sealbond and the obligations of Stockholder Sealbond shall be binding on StockholderSealbond’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ Sealbond hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder Sealbond hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller Dogwood to issue and Purchaser sell to enter into Sealbond the Exchange Agreement Shares and that such proxy is given to secure the obligations of the Stockholder Sealbond under Section 1. Notwithstanding ​ anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint Purchaser Leap and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or and any New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholderstockholder of Leap) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares and/or New Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇h▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy and the other terms and provisions set forth in this Section 6 shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject to the final sentence of Except as otherwise provided in this Section 6, by execution of this Agreement, Stockholder does hereby appoint Purchaser the Company and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably Stockholder hereby affirms that: (i) the proxy set forth in this Section 6 is given in connection with, and granted in consideration of, and as an inducement to Parent and the Company to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1 and (ii) the irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject The Stockholder hereby revokes any and all previous proxies and powers of attorney granted with respect to the final Shares, and the Stockholder shall not grant any subsequent proxy or power of attorney with respect to the Shares, except as set forth in this Agreement or required by a letter of transmittal. By entering into this Agreement, subject to the last sentence of this Section 61(b), by execution the Stockholder hereby grants, or agrees to cause the applicable record holder to grant, a proxy appointing Parent, any designee of this AgreementParent and each of Parent’s officers, Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, as the Stockholder’s true attorney-in-fact and lawful attorney and irrevocable proxy, to for and in the fullest extent of Stockholder’s rights name, to be counted as present, vote, express consent or dissent with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including for the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters purposes set forth in Section 1 hereof1(a). The proxy granted by the Stockholder intends pursuant to this proxy Section 1(b) is, subject to be the last sentence of this Section 1(b), irrevocable and is coupled with an interest hereunder until interest, in accordance with Section 212(e) of the Expiration DateDGCL, hereby revokes any proxy previously and is granted by Stockholder with respect in order to secure the Shares or New Shares Stockholder’s performance under this Agreement and represents that none also in consideration of such previously-granted proxies are irrevocableParent entering into this Agreement and the Merger Agreement. The irrevocably proxy and power of attorney granted herein by the Stockholder is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Stockholder. If the Stockholder and fails for any reason to be counted as present, consent or vote the obligations Shares in accordance with the requirements of Section 1(a), then Parent shall have the right to cause to be present, consent or vote the Shares in accordance with the provisions of Section 1(a). The proxy granted by the Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers automatically revoked upon the valid termination of attorney or proxies this Agreement in accordance with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date5. The Stockholder hereby affirms that the proxy set forth granted in this Section 6 1(b) is given in connection with and granted in consideration the execution of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement Merger Agreement, and that such proxy is given to secure the obligations performance of the duties of the Stockholder under this Agreement. If for any reason the proxy granted herein is found by a court of competent jurisdiction to not be valid, then the Stockholder agrees to vote the Shares in accordance with Section 11(a). Notwithstanding anything contained herein For Shares as to which the Stockholder is the beneficial but not the record owner, the Stockholder shall take all necessary actions to cause any record owner of such Shares to irrevocably constitute and appoint Parent and its designees as such record owner’s attorney and proxy and grant an irrevocable proxy to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Datesame effect as that contained herein.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint Purchaser Parent and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇h▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject In order to secure each Stockholder’s obligation to vote his, her or its Stockholder Shares and other voting securities of the final sentence Company or to deliver any written consent contemplated by or in accordance with the provisions of this Section 6Sections 2 hereof, by execution of this Agreementeach Stockholder hereby appoints WCAS X Associates, Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, LLC (the “Attorney-In-Fact”) as such Stockholder’s true and lawful attorney proxy and irrevocable proxyattorney-in-fact, to the fullest extent with full power of Stockholder’s rights with respect to the Shares or New Sharessubstitution, to vote at any annual or special meeting of the Stockholders, or to take any action by written consent in lieu of such meeting with respect to, or to otherwise take action in respect of, all of the Stockholder Shares and other voting securities of the Company directly or indirectly owned or held of record by such Stockholder for the election or removal of directors and all such other matters as expressly provided for in Sections 2. The Attorney-In-Fact may exercise all voting the irrevocable proxy granted to it hereunder at any time any Stockholder fails to comply with any of the provisions of Sections 2. Each of the proxies and related rights, including powers granted by each Stockholder pursuant to this Section 3 is coupled with an interest and is given to secure the right to sign performance of such Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consentobligations under this Agreement. Such proxies and powers shall be irrevocable, if shall only terminate upon the termination of this Agreement and shall survive the death, incompetency, disability, bankruptcy or dissolution of such Stockholder is unable to perform or otherwise does not perform and the subsequent holders of his, her or its obligations under Stockholder Shares. To effectuate the provisions of this Section 3, the Secretary of the Company and of each of its Subsidiaries, or, if there shall be no Secretary, then such other officer or employee of the Company or such Subsidiary as the Board or such Sub Board, as applicable, may appoint to fulfill the duties of the Secretary, shall not record any vote or consent or other action contrary to the terms of this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint Purchaser Parent and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder does Each Shareholder hereby appoint Purchaser and revokes any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights proxies that such Shareholder has heretofore granted with respect to such Shareholder’s Shareholder Shares (other than pursuant to Section 3.2 of the Shares or New SharesVoting Agreement), hereby irrevocably constitutes and appoints the Company as attorney-in-fact and proxy for the purposes of complying with the obligations hereunder in accordance with the BVI Act for and on such Shareholder’s behalf, for and in such Shareholder’s name, place and stead, in the event that such Shareholder fails to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely comply in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform material respect with his, her or its obligations under this Agreementhereunder in a timely manner, to vote the Shareholder Shares of such Shareholder and grant all written consents thereto in each case in accordance with the provisions of Sections 1(a)(i) and (ii) and represent and otherwise act for such Shareholder in the same manner and with the same effect as if such Shareholder 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, with respect to any Shareholder that is an individual, as such Shares solely with respect shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder) until the end of the Restricted Period and shall not be terminated by operation of Law or upon the occurrence of any other event other than following a termination of this Agreement pursuant to the matters set forth in Section 1 hereof7.13. Stockholder intends Each Shareholder authorizes such attorney-in-fact and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy to be irrevocable and coupled any substitution or revocation with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to Secretary of the Shares or New Shares and represents that none of such previously-granted proxies are irrevocableCompany. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 6 2 is given in connection with and granted in consideration the execution by the Company of and as an inducement to Seller and Purchaser to enter into the Exchange Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Stockholder such Shareholder under Section 1. Notwithstanding anything contained herein The irrevocable proxy set forth in this Section 2 is executed and intended to be irrevocable. Each Shareholder agrees not to grant any proxy that conflicts or is inconsistent with the proxy granted to the contrary, Company in this irrevocable proxy shall automatically terminate upon the Expiration DateAgreement.

Irrevocable Proxy. Subject to (a) From the final sentence date of this Section 6Agreement until the Termination Date, by execution each Reinvestment Stockholder irrevocably appoints ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇, and each of this Agreement, Stockholder does hereby appoint Purchaser them as its attorney-in-fact and any of its designees proxy with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxyre-substitution, to the fullest full extent of Reinvestment Stockholder’s voting rights with respect to the Shares or New all of such Reinvestment Stockholder’s Owned Shares, to vote which proxy is irrevocable (and exercise all voting as such shall survive and related rightsnot be affected by the death, including the right to sign incapacity, mental illness or insanity of Reinvestment Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder and which appointment is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until interest, to (a) vote (or issue instructions to the Expiration Daterecord holder to vote) and (b) execute (or issue instructions to the record holder to execute) written consents with respect to, all of such Reinvestment Stockholder’s Owned Shares in accordance with the provisions of Section 1; provided that each Reinvestment Stockholder’s grant of the proxy contemplated by this Section 2(a) shall be effective if, and only if, a Reinvestment Stockholder fails to deliver (or cause the record holder to deliver) to the Secretary of the Company, at least two (2) Business Days prior to the applicable meeting or deadline for action by written consent, as applicable, a duly executed irrevocable proxy card or written consent, as applicable, directing that such Reinvestment Stockholder’s Owned Shares be voted in accordance with Section 1 and the Company notifies the Reinvestment Stockholder in writing at least 24 hours in advance that such Person(s) intend to exercise their rights under this Section 2(a). This proxy, if it becomes effective, is coupled with an interest, was given to secure the obligations of each Reinvestment Stockholder under Section 1, was given in consideration of and as an additional inducement of Parent and the Company to enter into the Merger Agreement and shall be irrevocable, and each Reinvestment Stockholder agrees to execute any further agreement or form reasonably necessary to confirm and effectuate the grant of the proxy contained herein and hereby revokes any proxy previously granted by such Reinvestment Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. Owned Shares. (b) The irrevocably irrevocable proxy and power of attorney granted herein by each Reinvestment Stockholder in this Section 2 shall survive not be terminated by any act of such Reinvestment Stockholder or other Reinvestment Stockholders, by operation of law or upon the death occurrence of any other event other than upon the Termination Date, at which time such proxy shall automatically terminate, or incapacity pursuant to the last sentence of this Section 2(b). The irrevocable proxy and power of attorney granted by each Reinvestment Stockholder in this Section 2 and the such Reinvestment Stockholder’s other obligations of Stockholder under this Agreement shall be binding on upon such Reinvestment Stockholder’s heirs, personal representatives, successors, transferees legal representatives and permitted assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers Parent and the Company (with the approval of attorney or proxies the Special Committee) may terminate this proxy with respect to a Reinvestment Stockholder at any Shares or New Shares with respect time at their mutual election by written notice provided to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration DateReinvestment Stockholder.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by By execution of this Agreement, Stockholder does hereby appoint Purchaser Parent and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, his or her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 ‎1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint Purchaser the Company and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights 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 the Company or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) pursuant to any stockholder consentapplicable written consent of the stockholders of the Company, if the Stockholder is unable shall be deemed to perform or otherwise does not perform have irrevocably granted to, and appointed, the Company, and any individual designated in writing by it, and each of them individually, as his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and attorney-in-fact (with full power of attorney granted herein shall survive substitution), for and in its name, place and stead, to vote his, her or its Shares in any action by written consent of Company stockholders or at any meeting of the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on StockholderCompany’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies stockholders called with respect to any Shares or New Shares with respect to of the matters set forth specified in, and in accordance and consistent with, Section 1 until after the Expiration Date3 of this Agreement. The 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 proxy set forth in this Section 6 5 is given in connection with with, and granted in consideration of of, and as an inducement to Seller the Company, Parent and Purchaser Merger Sub to enter into the Exchange Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 13. Except as otherwise provided for herein, the Stockholder hereby affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked and that such irrevocable proxy is executed and intended to be irrevocable. The irrevocable 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 anything contained herein to any other provisions of this Agreement, the contrary, this irrevocable proxy granted hereunder shall automatically terminate upon the Expiration Datetermination of this Agreement.

Irrevocable Proxy. Subject to (i) From and after the final sentence date of this Section 6, by execution of this Agreement, Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder Agreement until the Expiration Date, each Principal Stockholder hereby revokes irrevocably grants to, and appoints, BCHI, and any Person designated in writing by BCHI, and each of them individually, such Principal Stockholder’s proxy previously granted by Stockholder and attorney-in-fact (with respect to full power of substitution), for and in the Shares or New Shares name, place and represents that none stead of such previously-granted Principal Stockholder, to vote all of the Covered Shares owned by such Principal Stockholder and entitled to vote as of the applicable record date or grant a consent or approval in respect of the Covered Shares owned by such Principal Stockholder and entitled to vote as of the applicable date, in accordance with the Required Votes; provided, further, that any grant of such proxy shall only entitle BCHI or its designee to vote on the matters specified in the definition of Required Vote, and each such Principal Stockholder shall retain the authority to vote on all other matters. (ii) Each Principal Stockholder hereby represents and warrants to BCHI that any proxies heretofore given in respect of the Covered Shares owned by such Principal Stockholder are not irrevocable and that any such proxies are irrevocablehereby revoked. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Each Principal Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 1(b) is given in connection with and granted in consideration the execution of and as an inducement to Seller and Purchaser to enter into the Exchange Merger Agreement and that such irrevocable proxy is given to secure the obligations performance of the duties of such Principal Stockholder under Section 1this Agreement. Notwithstanding anything contained herein to Each Principal Stockholder hereby further affirms that the contrary, this irrevocable proxy shall automatically terminate upon granted herein is coupled with an interest and, except as set forth in this Section 1(b), is intended to be irrevocable until the Expiration Date, at which time it will terminate automatically. Each Principal Stockholder hereby ratifies and confirms all actions that such irrevocable proxy may lawfully take or cause to be taken by virtue hereof. If for any reason the proxy granted herein is not irrevocable, each Principal Stockholder agrees to vote the Covered Shares owned by it and take such other required actions in accordance with Section 1(a).

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint Purchaser the Company and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint Purchaser the Company and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares and New Shares solely with respect to the matters set forth in Section 1 hereof1. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇h▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller the Credit Parties, the Agent and Purchaser the Required Lenders to enter into the Exchange Agreement Fourth Amendment and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Each Company Stockholder hereby revokes any and all previous proxies granted with respect to such Company Stockholder’s Subject to the final sentence of this Section 6, by Securities. By execution of this Agreement, each Company Stockholder does hereby appoint Purchaser appoints and any of its designees constitutes Parent, until the Expiration Time (at which time this proxy shall automatically be revoked), with full power of substitution and resubstitution, as such Company Stockholder’s true and lawful attorney attorney-in-fact and proxy (which proxy is irrevocable proxyand which appointment is coupled with an interest, including for purposes of Section 212 of the DGCL), to the fullest extent of such Company Stockholder’s rights with respect to the Shares or New SharesSubject Securities Beneficially Owned by such Company Stockholder, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares Subject Securities solely with respect to the matters set forth in Section 1 hereof. 3 hereof and each Company Stockholder intends this proxy shall retain the authority to vote its Subject Securities in its discretion on all other matters with no power granted to Parent in respect of such other matters; provided, however, that the foregoing shall only be effective if (i) such Company Stockholder fails to be irrevocable counted as present, to consent or to vote such Subject Securities in accordance with the terms of this Agreement and coupled with an interest hereunder until (ii) the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect Company Stockholders have not been released from their obligations under Section 3 of this Agreement pursuant to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocablefinal proviso thereof. The irrevocably proxy Company Stockholders and power of attorney granted herein Parent (or its substitute hereunder) shall survive have the death or incapacity of Stockholder and right to vote the obligations of Stockholder shall be binding Subject Securities in accordance with this Agreement on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after 3 and the Expiration DateCompany Stockholders shall be obligated to so vote the Subject Securities. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.Annex C-4

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint Purchaser the Company and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, Agreement with respect to such Shares Shares, solely with respect to the matters set forth in Section 1 hereof. Stockholder intends for this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of any such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the ​ obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject Each Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the "Proxy"), such Proxy covering the issued and outstanding Shares and all issued and outstanding New Shares in respect of which such Stockholder is the record holder and is entitled to vote at each meeting of the stockholders of the Company (including, without limitation, each written consent in lieu of a meeting) prior to the final sentence termination of this Section 6, by Agreement. Upon the execution of this AgreementAgreement by such Stockholder, such Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted and all prior proxies or powers of attorney given by such Stockholder with respect to voting of the Shares or New Shares on the matters referred to in Section 1 and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent proxies or powers of attorney or proxies with respect to any Shares or New Shares with respect to the voting of the Shares on the matters set forth referred to in Section 1 until after the Expiration Date. The Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement and the Proxy. Each Stockholder hereby affirms that the proxy set forth in this Section 6 Proxy is given in connection with and granted in consideration the execution of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement Merger Agreement, and that such proxy Proxy is given to secure the obligations performance of the duties of such Stockholder under this Agreement. Except as otherwise provided for herein, each Stockholder hereby (i) affirms that the Proxy is coupled with an interest and may under no circumstances be revoked prior to the Expiration Date, (ii) ratifies and confirms all that the Proxies appointed hereunder may lawfully do or cause to be done by virtue hereof, and (iii) affirms that such Proxy is executed and intended to be irrevocable to the extent permitted by the provisions of Section 1212 of the Delaware General Corporation Law. The power of attorney granted by each Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Stockholder. Notwithstanding anything contained herein to any other provisions of this Agreement, the contrary, this irrevocable proxy Proxy granted hereunder shall automatically terminate upon the Expiration Datetermination of this Agreement.

Irrevocable Proxy. Subject to (a) In furtherance of the final sentence of this Stockholders’ agreements in Section 6, by execution 1.1 of this Agreement, to the extent, and only to the extent, such Stockholder does is unable to, or fails to, vote such Stockholder’s shares as set forth in Section 1.1, each Stockholder hereby appoint Purchaser appoints Parent and any Parent’s designees, and each of its designees them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution substitution), for and resubstitutionin the name, as place and stead of such Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote all Shares owned by such Stockholder at any meeting of the Company’s shareholders (or any adjournment or postponement thereof), however called, or in connection with any written consent of the Company’s shareholders in accordance with Section 1.1 of this Agreement. (b) The proxy granted by each Stockholder pursuant to this Section 1.2 shall (i) be valid and exercise irrevocable until the earlier of the Effective Time or the Termination Date, and (ii) automatically terminate upon the earlier of the Effective Time and the Termination Date. Each Stockholder represents that any and all voting other proxies and related rightspowers of attorney heretofore given in respect of any Shares owned by such Stockholder are revocable, including and that such other proxies have been revoked. Each Stockholder affirms that the right foregoing proxy is: (i) given (A) in connection with the execution of the Merger Agreement and (B) to sign secure the performance of such Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations duties under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and (ii) coupled with an interest hereunder until and may not be revoked except as otherwise provided in this Agreement, and (iii) intended to be irrevocable prior to a valid termination of the Expiration Date, hereby revokes any proxy previously granted by Stockholder Merger Agreement in accordance with respect to Article VIII of the Shares or New Shares and represents that none of such previously-granted proxies are irrevocableMerger Agreement. The irrevocably proxy and power of attorney granted All authority herein conferred shall survive the death or incapacity of such Stockholder and the obligations of Stockholder shall be binding on Stockholder’s upon the heirs, estate, administrators, personal representatives, successors, transferees successors and assignsassigns of such Stockholder. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect Subject to the other terms and provisions of this Agreement, each Stockholder shall retain the right to vote all of such Stockholder’s Shares on all matters set forth not described in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date1.1(a).

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint Purchaser Parent and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller the Company, Parent, First Merger Sub and Purchaser Second Merger Sub to enter into the Exchange Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement, each Stockholder does hereby appoint Purchaser the Company and any of its designees with full power of substitution and resubstitution, as such Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of such Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign such Stockholder’s name (solely in its capacity as a stockholder) to any stockholder Stockholder consent, if such Stockholder is unable fails to perform or otherwise does not perform vote his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereofhereof by 5:00 p.m. (Eastern Time) on the day immediately preceding the meeting date (or date upon which written consents are requested to be submitted), provided the Stockholder has received information regarding the meeting or request for written consent at least five (5) Business Days before such shareholder meeting or any consent solicitation or other vote taken of the Company’s stockholders. Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by such Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with with, and granted in consideration of of, and as an inducement to Seller the Company, Frequency and Purchaser Merger Sub to enter into the Exchange Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. The irrevocable 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. Each Stockholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights has heretofore granted with respect to the Shares Subject Shares. The Stockholder hereby irrevocably appoints Molecular as attorney-in-fact and proxy for and on behalf of the Stockholder, for and in the name, place and stead of the Stockholder, to: (a) attend any and all meetings of Threshold Stockholders, (b) vote, express consent or New Shares, dissent or issue instructions to the record holder to vote the Subject Shares in accordance with the provisions of Section 1.1 at any and exercise all voting meetings of Threshold Stockholders and related rights(c) grant or withhold, including or issue instructions to the right record holder to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consentgrant or withhold, if Stockholder is unable to perform or otherwise does not perform hisconsistent with the provisions of Section 1.1, her or its obligations under this Agreement, with respect to such Shares solely all written consents with respect to the matters set forth Subject Shares at any and all meetings of Threshold Stockholders. Molecular agrees not to exercise the proxy granted herein for any purpose other than the purposes described in Section 1 hereofthis Agreement. Stockholder intends this The foregoing proxy shall be deemed to be irrevocable and a proxy coupled with an interest hereunder interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Stockholder, as applicable) until the Expiration Date, hereby revokes termination of the Merger Agreement and shall not be terminated by operation of law or upon the occurrence of any proxy previously granted by Stockholder with respect other event other than the termination of this Agreement pursuant to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocableSection 4.2. The irrevocably Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and power any substitution or revocation with the Secretary of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration DateThreshold. The Stockholder hereby affirms that the proxy set forth in this Section 6 1.5 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser Molecular to enter into the Exchange Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 11.1. Notwithstanding anything contained herein The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the contrarytermination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder, this the Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy shall automatically terminate upon the Expiration Dateand take all other actions provided for in this Section 1.5 with respect to such Subject Shares.

Irrevocable Proxy. Subject The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights has heretofore granted with respect to the Shares Subject Shares. The Stockholder hereby irrevocably appoints the Company, and any individual designated in writing by it, as attorney-in-fact and proxy for and on behalf of the Stockholder, for and in the name, place and stead of the Stockholder, to: (a) attend any and all meetings of the Nivalis Stockholders, (b) vote, express consent or New Shares, dissent or issue instructions to the record holder to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (Subject Shares in accordance with the provisions of Section 1.1 at any and all meetings of the Nivalis Stockholders or in connection with any action sought to be taken by written consent of the Nivalis Stockholders without a meeting, in each case, solely in its capacity as a stockholder) to any stockholder consent, if the extent that the Stockholder is unable the holder of record on any applicable record date, and (c) grant or withhold, or issue instructions to perform the record holder to grant or otherwise does not perform hiswithhold, her or its obligations under this Agreementconsistent with the provisions of Section 1.1, with respect to such Shares solely all written consents with respect to the matters set forth Subject Shares at any and all meetings of the Nivalis Stockholders or in Section 1 hereof. Stockholder intends this proxy connection with any action sought to be irrevocable and taken by written consent without a meeting, in each case, solely to the extent that the Stockholder is the holder of record on any applicable record date. The Company agrees not to exercise the proxy granted herein for any purpose other than the purposes expressly described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest hereunder interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the Expiration Date, hereby revokes termination of the Merger Agreement and shall not be terminated by operation of law or upon the occurrence of any proxy previously granted by Stockholder with respect other event other than the termination of this Agreement pursuant to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocableSection 4.2. The irrevocably Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and power any substitution or revocation with the Secretary of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration DateNivalis. The Stockholder hereby affirms that the proxy set forth in this Section 6 1.4 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser the Company to enter into the Exchange Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 11.1. Notwithstanding anything contained herein The proxy set forth in this Section 1.4 is executed and intended to the contrarybe irrevocable, this irrevocable proxy shall automatically terminate subject, however, to its automatic termination upon the Expiration Datetermination of this Agreement pursuant to Section 4.2.

Irrevocable Proxy. Subject Each Stockholder hereby irrevocably appoints Red Cann▇▇, ▇▇til termination of the Merger Agreement, as his or its attorney and proxy pursuant to the final sentence provisions of this Section 6212(c) of the General Corporation Law of the State of Delaware, by execution of this Agreement, Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxysubstitution, to the fullest extent of Stockholder’s rights vote and otherwise act (by written consent or otherwise) with respect to the Shares or New Sharesand the Other Securities, which such Stockholder is entitled to vote at any meeting of stockholders of GSI (whether annual or special and exercise whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, on the matters and in the manner specified in Section 1.01 hereof. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholders hereby revoke all voting other proxies and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, powers of attorney with respect to such the Shares solely and the Other Securities which they may have heretofore appointed or granted, and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholders with respect to the matters set forth specified in Section 1 1.01 hereof. Stockholder intends this proxy All authority herein conferred or agreed to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein conferred shall survive the death or incapacity of any Stockholder which is a natural person and the obligations any obligation of any Stockholder under this Agreement shall be binding on Stockholder’s upon the heirs, personal representatives, successors, transferees representatives and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers successors of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration DateStockholder.

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement, each Stockholder does hereby appoint Purchaser RWI and any of its designees with full power of substitution and resubstitution, as such Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of such Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign such Stockholder’s name (solely in its capacity as a stockholder) to any stockholder Stockholder consent, if such Stockholder is unable fails to perform or otherwise does not perform vote his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereofhereof by 5:00 p.m. (Eastern Time) on the day immediately preceding the meeting date (or date upon which written consents are requested to be submitted), provided the Stockholder has received information regarding the meeting or request for written consent at least five (5) Business Days before such shareholder meeting or any consent solicitation or other vote taken of the Company’s stockholders. Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by such Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with with, and granted in consideration of of, and as an inducement to Seller the RWI and Purchaser Celularity to enter into the Exchange Agreement A&R RWI Loan and that such proxy is given to secure the obligations of the Stockholder under Section 1. The irrevocable 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. Each Stockholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement, each Stockholder does hereby appoint Purchaser the Company and any of its designees with full power of substitution and resubstitution, as such Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, proxy to vote and exercise all voting and related rights, including the right to sign such Stockholder’s name (solely in its capacity as a stockholder) to any stockholder Stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such the Shares and New Shares solely with respect to the matters set forth in Section 1 hereof. Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by such Stockholder with respect to the Shares or and New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with, and granted in consideration of, and as an inducement to the Company, Insight, Merger Sub I and Merger Sub II to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. The irrevocable 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. Each Stockholder ▇▇▇▇▇▇ hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or and New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The With respect to any Shares and New Shares that are owned beneficially by the Stockholder hereby affirms but are not held of record by the Stockholder (other than shares beneficially owned by the Stockholder that are held in the name of a bank, broker or nominee), the Stockholder shall take all action necessary to cause the record holder of such Shares to grant the irrevocable proxy set forth and take all other actions provided for in this Section 6 is given in connection with respect to such Shares and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1New Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Each Shareholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Shareholder hereby represents that any such prior proxy is revocable), other than proxies granted solely with respect to the final sentence of this Section 6, by execution of Routine Matters (as defined below). By entering into this Agreement, Stockholder does such Shareholder hereby appoint Purchaser grants a proxy appointing Parent as such Shareholder’s attorney-in-fact and any of its designees proxy, with full power of substitution substitution, for and resubstitution, as Stockholderin such Shareholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights name with respect to the Shares or New Subject Shares, effective as of the date hereof and continuing until the Expiration Date, to vote and exercise all voting and related rightsvote, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consentexpress consent or dissent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations to utilize such voting power solely as contemplated by ‎Section 1.01 above; provided that Parent shall provide at least twenty-four (24) hours’ notice prior to exercising the proxy granted by such Shareholder under this Agreement, with respect to such Shares solely with respect Section ‎1.02 to the matters set forth extent Parent intends to exercise such proxy within five (5) Business Days of the mailing of the Joint Proxy Statement. The proxy granted by such Shareholder pursuant to this Section ‎1.02 is irrevocable and is granted in consideration of Parent entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Shareholder shall automatically be revoked upon the Expiration Date. Each Shareholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1 hereof‎1.02. Stockholder Each Shareholder intends this proxy to be irrevocable and unconditional during the term of this Agreement and coupled with an interest hereunder until and will take such further action or execute such other instruments as may be reasonably necessary to effect the Expiration Date, intent of this proxy. Each Shareholder hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney proxy or proxies enter into any voting trust or other agreement or arrangement with respect to the voting of any Subject Shares or New during the term of this Agreement (except for a Permitted Transfer), other than the granting of proxies to vote Subject Shares with respect to the election of directors, ratification of the appointment of the Company’s auditors at the Company’s annual meeting or special meeting of shareholders, and other routine matters set forth at the Company’s annual meeting or any special meeting, in Section 1 until after either case, solely to the Expiration Dateextent such matters are not (i) inconsistent with the obligations contemplated by the Merger Agreement or this Agreement or (ii) related to the transactions contemplated by the Merger Agreement or this Agreement (collectively, “Routine Matters”). The Stockholder hereby affirms that Any attempt by such Shareholder to grant a proxy, vote, consent or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy set forth in granted pursuant to this Section 6 is given in connection with ‎1.02 shall be null and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Datevoid ab initio.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint Purchaser the Company and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller the Company, Parent, First Merger Sub and Purchaser Second Merger Sub to enter into the Exchange Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by By execution of this Agreement, Stockholder does hereby appoint Purchaser the Company and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, his or her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 ‎1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject to the final sentence of this Section 6Article VII, by execution of this Agreement, such Stockholder does hereby appoint Purchaser the Company and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Covered Shares, to vote and exercise all voting and related rights, including the right to sign such Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Covered Shares solely with respect to the matters set forth in Section 1 hereof3.01. Such Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Termination Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Covered Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Covered Shares with respect to the matters set forth in Section 1 3.01 until after the Expiration Termination Date. The Such Stockholder hereby affirms that the proxy set forth in this Section 6 Article VII is given in connection with and granted in consideration of and as an inducement to Seller the Company, PubCo and Purchaser Merger Sub to enter into the Exchange Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 13.01. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Termination Date.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all Company Stockholders Meetings, (b) vote or issue instructions to the final sentence of this Section 6record holder to vote, by execution of this Agreement, Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, as such Stockholder’s true Subject Shares in accordance with the provisions of Section 1.1 at any and lawful attorney all Company Stockholders Meetings and irrevocable proxy(c) grant or withhold, or issue instructions to the fullest extent record holder to grant or withhold, in accordance with the provisions of Stockholder’s rights Section 1.1, all written consents with respect to the Subject Shares or New Shares, in connection with any action sought to vote and be taken by written consent without a meeting. Parent agrees not to exercise all voting and related rights, including the right to sign Stockholder’s name (solely proxy granted herein for any purpose other than the purposes described in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this The foregoing proxy shall be deemed to be irrevocable and a proxy coupled with an interest hereunder interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the Expiration Datetermination of this Agreement 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 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, hereby revokes to revoke any proxy previously granted by Stockholder with respect substitution and to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably file this proxy and power any substitution or revocation with the secretary of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assignsCompany. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Each Stockholder hereby affirms that the proxy set forth in this Section 6 1.4 is given in connection with and granted in consideration of and as an inducement to Seller Parent and Purchaser Merger Sub to enter into the Exchange Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date1.1.

Irrevocable Proxy. Subject With respect to any meeting of stockholders of the Company that is scheduled to take place at a time during which the provisions of Section 3.02(a) are applicable to a Stockholder, at least ten (10) Business Days prior to such meeting, such Stockholder shall deliver a duly executed irrevocable proxy to the final sentence Company specifying for any matter brought before the meeting other than with respect to the election of this Section 6, by execution of this Agreement, Stockholder does hereby appoint Purchaser directors and any stockholder vote with respect to the Class B Conversion Approval (A) that such Stockholder shall vote its Voting Securities at the meeting in accordance with the Board’s recommendation on such matter if holders of a majority of the Public Voting Securities who have submitted proxies to the Company in respect of such meeting by the Measurement Time have authorized the proxy holder to vote the Voting Securities represented by such proxies in accordance with the Board’s recommendation on such matter and (B) how such Stockholder shall vote its designees Voting Securities at the meeting with full power respect to such matter if the holders of substitution and resubstitution, a majority of the Public Voting Securities who have submitted proxies to the Company in respect of such meeting by the Measurement Time have agreed to vote their Voting Securities in such proxies other than in accordance with the Board’s recommendation on such matter. Such proxy shall appoint such officers of the Company as the Board shall designate as such Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity proxies as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be voted at the meeting and shall state that it is irrevocable and coupled with an interest hereunder until sufficient in the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect law to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocablesupport an irrevocable proxy. The irrevocably Company shall cause any such proxy and power of attorney granted herein shall survive to be voted in accordance with the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is instructions given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Dateconformity herewith.

Irrevocable Proxy. Subject (a) From the date hereof until the occurrence of a Termination Event, the Consenting Stockholder hereby irrevocably grants to the final sentence of this Section 6and appoints, by execution of this Agreementand agrees from time to time to grant to and appoint, Stockholder does hereby appoint Purchaser Parent, and any of its designees individual designated in writing by it, as the Consenting Stockholder’s proxy, agent and attoney-in-fact (with full power of substitution substitution) for and resubstitutionin the name, as Stockholder’s true place and lawful attorney and irrevocable proxy, stead of the Consenting Stockholder to the fullest extent of Stockholder’s rights with respect (i) vote (or cause to be voted) the Shares as to which the Consenting Stockholder has, directly or New Sharesindirectly, to vote and exercise all voting and related rights, including the right to sign vote or direct the voting or (ii) grant a consent or approval in respect of the Shares as to which the Consenting Stockholder has, directly or indirectly, the right to vote or direct the voting, in each case, on the matters covered by Section 2.2 and in a manner consistent with Section 2.2. (b) The Consenting Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Consenting Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under execution and delivery of this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Consenting Stockholder hereby affirms that (i) the proxy set forth in this Section 6 2.3 is given in connection with and granted in consideration the execution of and as an inducement to Seller and Purchaser to enter into the Exchange this Agreement and that such proxy is given to secure the performance by the Consenting Stockholder of its obligations of under this Agreement and (ii) the Stockholder proxy set forth in this Section 2.3 is coupled with an interest and may not under Section 1. Notwithstanding anything contained herein any circumstances be revoked or terminated prior to the contrary, occurrence of a Termination Event. Such proxy is executed and intended to be irrevocable in accordance with the provisions of applicable Law. The Consenting Stockholder hereby ratifies and confirms any action that the holder of such proxy may lawfully do or cause to be done by virtue hereof. The Consenting Stockholder also agrees to take such further action or execute such other instruments as may be necessary to effectuate the intent of such proxy and hereby revokes any proxy previously granted by it with respect to its Shares that would be inconsistent with the proxy granted pursuant to this irrevocable proxy shall automatically terminate upon the Expiration DateSection 2.3.

Irrevocable Proxy. Subject In order to ensure that the final sentence voting agreement set forth in Section 1.1 and the other obligations of this Section 6each Stockholder hereunder will be carried out, by execution of this Agreementeach Stockholder hereby grants an irrevocable proxy, Stockholder does coupled with an interest, in the form attached hereto as Exhibit A (the "Irrevocable Proxy") to, and hereby appoint Purchaser constitutes and any appoints STC and each of its designees officers as such Stockholder's sole and exclusive attorney and proxy, with full power of substitution substitution, (a) to vote and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights otherwise act (by written consent or otherwise) with respect to the Shares or New Shares, and the Other Securities which such Stockholder is entitled to vote at the Epitope Stockholders Meeting and exercise all voting and related rightsany other meeting of Epitope Stockholders, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) or pursuant to any stockholder consentwritten consent in lieu of a meeting of Epitope Stockholders, if Stockholder is unable to perform and at any adjournment or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to postponement thereof on the matters set forth and in the manner specified in Section 1 hereof1.1. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Such Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder all other proxies and powers of attorney with respect to the Shares and the Other Securities that such Stockholder may have heretofore appointed or New Shares and represents granted that none of would prevent such previously-granted proxies are irrevocableStockholder from performing its obligations hereunder. The irrevocably proxy and power of attorney granted All authority herein conferred or agreed to be conferred shall survive the death or incapacity of any Stockholder and the obligations any obligation of such Stockholder under this Agreement shall be binding on Stockholder’s upon the transferees, heirs, personal representatives, successors, transferees successors and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers assigns of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration DateStockholder.

Irrevocable Proxy. Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that Stockholder has heretofore granted with respect to Stockholder’s Subject Shares. Stockholder hereby irrevocably appoints GeoMet as attorney-in-fact and proxy for and on behalf of Stockholder, for and in the name, place and stead of Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the final sentence of this Section 6record holder to vote, by execution of this Agreement, Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, as Stockholder’s true Subject Shares in accordance with the provisions of Section 1.1 at any and lawful attorney all GeoMet Stockholders Meetings and irrevocable proxy(c) grant or withhold, or issue instructions to the fullest extent record holder to grant or withhold, in accordance with the provisions of Stockholder’s rights Section 1.1, all written consents with respect to the Subject Shares or New Shares, in connection with any action sought to vote and be taken by written consent without a meeting. GeoMet agrees not to exercise all voting and related rights, including the right to sign Stockholder’s name (solely proxy granted herein for any purpose other than the purposes described in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this The foregoing proxy shall be deemed to be irrevocable and a proxy coupled with an interest hereunder interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of Stockholder, as applicable) until the Expiration Datetermination of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, hereby revokes to revoke any proxy previously granted by Stockholder with respect substitution and to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably file this proxy and power any substitution or revocation with the secretary of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assignsGeoMet. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 1.4 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser GeoMet to enter into this Agreement and to submit the Exchange Agreement Transactions for adoption by GeoMet’s stockholders and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date1.1.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint Purchaser Parent and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares or New Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller the Company, Parent, First Merger Sub and Purchaser Second Merger Sub to enter into the Exchange Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. In order to secure Stockholder’s obligations under this Agreement, Stockholder hereby appoints Parent (the “Proxy”) as its true and lawful proxy and attorney-in-fact, with full power of substitution, to (x) vote the Subject Shares for the matters expressly provided for in this Agreement and (y) execute and deliver all written consents, conveyances and other instruments or documents appropriate or necessary to effect the final sentence matters expressly provided for in this Agreement. The Proxy may exercise the irrevocable proxy granted to it hereunder at any time Stockholder fails to comply with the provisions of this Section 6Agreement. The proxies and powers granted by Stockholder pursuant to this Agreement are coupled with an interest and are given to secure the performance of Stockholder’s obligations. Such proxies and powers shall be irrevocable and shall survive death, by incompetency, disability or bankruptcy of Stockholder. Upon the execution of this Agreement, Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Shares or New Shares on the matters referred to in Section 3(a) and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees to not to grant any subsequent powers of attorney proxies or proxies enter into any agreement or understanding with respect any Person to any Shares vote or New Shares give voting instructions with respect to the matters set forth Subject Shares in Section 1 any manner inconsistent with the terms of this irrevocable proxy until after the Expiration Date. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Stockholder’s execution and delivery of this Agreement and Stockholder’s granting of the proxy contained in this Section 4. Stockholder hereby affirms that the proxy set forth granted in this Section 6 4 is given in connection with and granted in consideration the execution of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement Merger Agreement, and that such proxy is given to secure the obligations performance of the duties of Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration DateAgreement.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by By execution of this Agreement, the Stockholder does hereby appoint Purchaser and constitute Parent, Ethan Bing and ▇▇▇▇▇▇ ▇▇▇▇▇▇, and any one or more other individuals designated by Parent, and each of its designees them individually, until the Expiration Date (at which time this proxy shall automatically be revoked), with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorney attorneys-in-fact and irrevocable proxyproxies, to the fullest extent of the Stockholder’s rights with respect to the Company Preferred Shares or and any New Company Shares, to vote each of the Company Preferred Shares and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such New Company Shares solely with respect to the Merger Proposal and related matters set forth in Section 1 2.2 hereof; provided, however, the foregoing shall only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Company Preferred Shares and New Company Shares, as applicable, in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder hereafter until the Expiration Date, Date and hereby revokes any proxy previously granted by the Stockholder with respect to the Company Preferred Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration DateCompany Shares. The Stockholder hereby affirms ratifies and confirms all actions that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement proxies appointed hereunder may lawfully do or cause to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein be done to the contrary, extent in accordance with this irrevocable proxy shall automatically terminate upon the Expiration DateAgreement.

Irrevocable Proxy. Subject Each Stockholder hereby revokes (or agrees to the final sentence of this Section 6, by execution of this Agreement, cause to be revoked) any proxies that such Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights has heretofore granted with respect to the Shares or New Subject Shares, other than the irrevocable proxy granted pursuant to that certain Amended and Restated Voting Agreement, dated as of June 10, 2016 (the “Voting Agreement”), by and among the Company and certain stockholders of the Company. Each Stockholder hereby irrevocably appoints the Company, and any individual designated in writing by it, as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all meetings of the Alpine Stockholders, (b) vote, express consent or dissent or issue instructions to the record holder to vote and exercise all voting and related rights, including the right to sign such Stockholder’s name Subject Shares in accordance with the provisions of Section 1.1 at any and all meetings of the Alpine Stockholders or in connection with any action sought to be taken by written consent of the Alpine Stockholders without a meeting and (solely in its capacity as a stockholderc) grant or withhold, or issue instructions to any stockholder consentthe record holder to grant or withhold, if Stockholder is unable to perform or otherwise does not perform hisconsistent with the provisions of Section 1.1, her or its obligations under this Agreement, with respect to such Shares solely all written consents with respect to the matters set forth Subject Shares at any and all meetings of the Alpine Stockholders or in Section 1 hereof. Stockholder intends this proxy connection with any action sought to be irrevocable and taken by written consent without a meeting. The Company agrees not to exercise the proxy granted herein for any purpose other than the purposes expressly described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest hereunder interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the Expiration Dateearlier of (i) April 18, hereby revokes 2018 or (ii) termination of the Merger Agreement 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 4.2. Each Stockholder authorizes such attorney and proxy previously granted by Stockholder with respect to the Shares or New Shares substitute any other Person to act hereunder, to revoke any substitution and represents that none of such previously-granted proxies are irrevocable. The irrevocably to file this proxy and power any substitution or revocation with the Secretary of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assignsAlpine. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Each Stockholder hereby affirms that the proxy set forth in this Section 6 1.4 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser the Company to enter into the Exchange Merger Agreement and that such proxy is given to secure the obligations of the such Stockholder under Section 11.1. Notwithstanding anything contained herein The proxy set forth in this Section 1.4 is executed and intended to the contrarybe irrevocable, this irrevocable proxy shall automatically terminate subject, however, to its automatic termination upon the Expiration Datetermination of this Agreement pursuant to Section 4.2.

Irrevocable Proxy. Subject Solely with respect to the final sentence of matters described in Section 1.2, for so long as this Section 6Agreement has not been validly terminated in accordance with its terms, by execution of this Agreement, each Stockholder does hereby appoint Purchaser irrevocably appoints Parent as its attorney and any of its designees proxy with full power of substitution and resubstitution, as to the full extent of such Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s voting rights with respect to the all such Stockholder’s Subject Shares or New Shares, to vote (which proxy is irrevocable and exercise all voting and related rightswhich appointment is coupled with an interest, including for purposes of Section 212 of the right to sign Stockholder’s name (solely in its capacity as a stockholderDelaware General Corporation Law) to vote, and to execute written consents with respect to, all such Stockholders’ Subject Shares solely on the matters described in Section 1.2, and in accordance therewith. The power of attorney granted by each Stockholder herein is a durable power of attorney and shall survive, as applicable, the dissolution, bankruptcy, death or incapacity of such Stockholder. Each Stockholder agrees to execute any stockholder consentfurther agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically and without further action be revoked, if Stockholder is unable to perform terminated and of no further force or otherwise does not perform hiseffect, her or immediately upon the valid termination of this Agreement in accordance with its obligations under terms. Parent may terminate this Agreement, proxy with respect to a Stockholder at any time at its sole election by written notice provided to such Shares solely with respect to the matters Stockholder. Except as expressly set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable herein, Parent and coupled with an interest hereunder until Purchaser acknowledge (i) that the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein hereby shall survive the death or incapacity of Stockholder not be effective for any purpose except as set forth herein, and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees (ii) such proxy and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers power of attorney shall not limit the rights of any Stockholder to vote or proxies exercise its rights to consent in favor of or against, or abstain with respect to to, any Shares or New Shares with respect matter presented to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms Company’s stockholders that is not subject to the proxy set forth and power of attorney granted to Parent in respect of the Subject Shares pursuant to this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date1.3.

Irrevocable Proxy. Subject Each Shareholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the "Proxy"), such Proxy covering the issued and outstanding Shares and all issued and outstanding New Shares in respect of which such Shareholder is the record holder and is entitled to vote at each meeting of the shareholders of the Company (including, without limitation, each written consent in lieu of a meeting) prior to the final sentence termination of this Section 6, by Agreement. Upon the execution of this AgreementAgreement by such Shareholder, Stockholder does such Shareholder hereby appoint Purchaser revokes any and any all prior proxies or powers of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights given by such Shareholder with respect to voting of the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to on the matters set forth referred to in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent proxies or powers of attorney or proxies with respect to any Shares or New Shares with respect to the voting of the Shares on the matters set forth referred to in Section 1 until after the Expiration Date. The Stockholder Each Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Shareholder's execution and delivery of this Agreement and the Proxy. Each Shareholder hereby affirms that the proxy set forth in this Section 6 Proxy is given in connection with and granted in consideration the execution of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement Merger Agreement, and that such proxy Proxy is given to secure the obligations performance of the Stockholder duties of such Shareholder under Section 1this Agreement. Notwithstanding anything contained herein Except as otherwise provided for herein, each Shareholder hereby (i) affirms that the Proxy is coupled with an interest and may under no circumstances be revoked prior to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date., (ii) ratifies and confirms that the Proxies appointed hereunder may lawfully do or cause to be done by virtue hereof, and (iii) affirms that such Proxy is executed and intended to be irrevocable to the extent permitted by the provisions of Section

Irrevocable Proxy. The Stockholder hereby appoints the director ----------------- selected jointly by the Company and Stockholder to replace Stockholder on the Board of Directors or, in the alternative, the current independent director selected by Stockholder (the "Proxy Holder") and his successors (as described below) as the Stockholder's proxy and authorizes the Proxy Holder to act as the Stockholder's proxy with regard to all of the Eligible Subject Shares, and to vote the Eligible Subject Shares as required in accordance with the terms of this Agreement. The Stockholder hereby grants to the final sentence Proxy Holder the irrevocable right and empowers and authorizes the Proxy Holder to act on the Stockholder's behalf in all matters that come before the stockholders of this Section 6the Company for action, whether by execution voting such shares at a meeting of the stockholders or by written consent of stockholders in lieu of a meeting, in the same manner and with the same effect as if the Stockholder were acting on his own behalf. This irrevocable proxy and the power and authority represented hereby may not be revoked by the Stockholder, is coupled with an interest, and shall terminate upon the termination of this Agreement, whether before or after three years following the date hereof. This irrevocable proxy and the power and authority represented hereby shall be deemed assigned by the Proxy Holder to any successor director automatically upon the election of another director to replace the director selected by the Company and Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxylikewise, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Datesuccessor directors.

Irrevocable Proxy. Subject Solely with respect to the final sentence of matters described in Section 1.2, for so long as this Section 6Agreement has not been validly terminated in accordance with its terms, by execution of this Agreement, each Stockholder does hereby appoint Purchaser irrevocably appoints Parent as its attorney and any of its designees proxy with full power of substitution and resubstitution, as to the full extent of such Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s voting rights with respect to the all such Stockholder’s Subject Shares or New Shares, to vote (which proxy is irrevocable and exercise all voting and related rightswhich appointment is coupled with an interest, including for purposes of Section 212 of the right to sign Stockholder’s name (solely in its capacity as a stockholderDelaware General Corporation Law) to vote, and to execute written consents with respect to, all such Stockholders’ Subject Shares solely on the matters described in Section 1.2, and in accordance therewith. The power of attorney granted by each Stockholder herein is a durable power of attorney and shall survive, as applicable, the dissolution, bankruptcy, death or incapacity of such Stockholder. Each Stockholder agrees to execute any stockholder consentfurther agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically and without further action be revoked, if Stockholder is unable to perform terminated and of no further force or otherwise does not perform hiseffect, her or immediately upon the valid termination of this Agreement in accordance with its obligations under terms. Parent may terminate this Agreement, proxy with respect to a Stockholder at any time at its sole election by written notice provided to such Shares solely with respect to the matters Stockholder. Except as expressly set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable herein, Parent and coupled with an interest hereunder until Merger Sub acknowledge (i) that the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein hereby shall survive the death or incapacity of Stockholder not be effective for any other purpose, and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees (ii) such proxy and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers power of attorney shall not limit the rights of any Stockholder to vote or proxies exercise its rights to consent in favor of or against, or abstain with respect to to, any Shares or New Shares with respect matter presented to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms Company’s stockholders that is not subject to the proxy set forth and power of attorney granted to Parent in respect of the Subject Shares pursuant to this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date1.3.

Irrevocable Proxy. Subject to the final sentence of this Section 6(i) Stockholder hereby (A) irrevocably grants to, by execution of this Agreementand appoints, Stockholder does hereby appoint Purchaser Parent, and any Person designated in writing by Parent, and each of its designees them individually, Stockholder’s proxy and attorney-in-fact (with full power of substitution substitution), for and resubstitutionin the name, place and stead of Stockholder, to vote all of the Covered Shares or grant a consent or approval in respect of 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 Stockholder at any time after the date hereof and prior to the termination of this Agreement to act as Stockholder’s true attorney-in-fact and lawful attorney and irrevocable proxy, proxy to vote the fullest extent of Stockholder’s rights with respect to the Shares or New Covered Shares, and to vote and exercise all voting voting, consent and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by similar rights of Stockholder with respect to the Covered Shares or New Shares (including the power to execute and represents that none deliver written consents), at every Company Stockholders Meeting and in every written consent in lieu of such previously-granted a meeting in accordance with the terms of Section 2(a) hereof. (iii) 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 irrevocablehereby revoked. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 granted herein is given in connection with and granted in consideration the execution of and as an inducement to Seller and Purchaser to enter into the Exchange Merger Agreement and that such irrevocable proxy is given to secure the obligations performance of the duties of Stockholder under Section 1this Agreement. Notwithstanding anything contained herein to Stockholder hereby further affirms that the contrary, this irrevocable proxy shall automatically terminate upon granted herein is coupled with an interest and may under no circumstances be revoked. Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Without limiting the Expiration Dategenerality of the foregoing, such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the DGCL. If for any reason the proxy granted herein is not irrevocable, Stockholder agrees to vote the Covered Shares in accordance with Section 2(a) hereof.

Irrevocable Proxy. Subject to (a) As security for the final sentence of this Principal Stockholder’s obligations under Section 62.1, by execution of this Agreementthe Principal Stockholder hereby irrevocably constitutes and appoints the Company as his attorney and proxy in accordance with the Delaware General Corporation Law, Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxyre-substitution, to cause his Subject Shares representing Excess Voting Power to be counted as present at any Company Stockholders’ Meeting (except to the fullest extent of Stockholder’s rights otherwise provided in Section 2.1(a)(y) with respect to the Shares or New Sharesnon-affiliated shares which are not counted as present), to vote his Subject Shares representing Excess Voting Power at any Company Stockholders’ Meeting, and exercise to execute consents in respect of his Subject Shares representing Excess Voting Power as and to the extent provided in Section 2.1. The Principal Stockholder hereby revokes all voting other proxies and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, powers of attorney with respect to such his Subject Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Daterepresenting Excess Voting Power that he may have heretofore appointed or granted, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none any proxies heretofore given in respect of such previously-granted proxies his Subject Shares representing Excess Voting Power, if any, are irrevocable. revocable. (b) The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Principal Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 2.2 is given in connection with and granted in consideration the commencement by the Company of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement Repurchase Program, and that such irrevocable proxy is given to induce the Company to so commence the Repurchase Program and to secure the obligations performance of the duties of the Principal Stockholder under this Agreement. The Principal Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 12.2 or in Section 6.1, is intended to be irrevocable in accordance with the provisions of Section 218 of the Delaware General Corporation Law. Notwithstanding anything contained If for any reason the proxy granted herein is not irrevocable, then the Principal Stockholder shall vote his Subject Shares representing Excess Voting Power in accordance with Section 2.1 above. The parties agree that the foregoing is a voting agreement created under Section 218 of the Delaware General Corporation Law. (c) This irrevocable proxy shall automatically terminate on the Termination Date. Prior to the contrarythat date, this irrevocable proxy shall automatically terminate upon not be terminated by any act of the Expiration DatePrincipal Stockholder or by operation of law, whether by the death or incapacity of the Principal Stockholder or by the occurrence of any other event or events, it being understood that actions taken by the Company hereunder prior to the Termination Date shall be and remain valid as if such death, incapacity or other event or events had not occurred, regardless of whether or not the Company has received notice of the same.

Irrevocable Proxy. Subject In order to secure the final sentence obligation of this Section 6, by execution each holder of this Agreement, Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its Shares and other voting securities of the Company in accordance with Section 3A, Section 3B and Section 3D, for so long as TPG has the right to designate at least one (1) director for nomination under this Agreement, each holder of Shares (other than the Excluded Stockholders) shall appoint TPG as his, her or its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of his, her or its Shares and other voting securities of the Company (whether now owned or hereafter acquired) for all matters in connection therewith; provided, however, that the irrevocable proxy 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 3I are coupled with an interest and are given to secure the performance of each such Stockholder’s obligations under this Agreement. Such proxies and powers shall be irrevocable and shall survive the death, incompetency, disability, bankruptcy or dissolution of such Stockholder and the subsequent holders of such Stockholder’s Shares or other voting securities. Notwithstanding anything to the contrary in the foregoing paragraph, the Amin Stockholders shall hereby appoint TPG, as his, her or its true and lawful proxy and attorney-in-fact, with respect full power of substitution, to such Shares vote solely with respect to 5,400,634 shares of common stock of the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with Company on an interest hereunder until as converted basis owned by the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect Amin Stockholders immediately prior to the Shares or New Shares and represents that none effectiveness of such previously-granted proxies are irrevocablethe Registration Statement on Form S-1 in connection with the initial public offering of shares of common stock of the Company (for the avoidance of doubt, excluding any shares issuable pursuant to ▇▇. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇’▇ agrees not to grant any subsequent powers outstanding equity awards as of attorney or proxies with respect to any Shares or New Shares with respect to the such time) for all matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with Section 3A, Section 3B and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.3D.

Irrevocable Proxy. Subject to Concurrently with the final sentence of this Section 6, by execution and delivery of this Agreement, Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, shall deliver to Parent a duly executed irrevocable proxy in the form attached hereto as Stockholder’s true and lawful attorney and irrevocable proxy, to Exhibit A (the fullest extent of Stockholder’s rights “Proxy”) with respect to (i) each and every meeting of stockholders of Parent or action or approval by written resolution or consent of stockholders of Parent from and after the Effective Time and through the date that is the thirty (30)-month anniversary of the Closing Date (the “Proxy Expiration Date”) covering the total number of Parent Shares or New Shares, in respect of which Stockholder is entitled to vote at any such meeting or in connection with any such written consent and exercise all voting (ii) each and related rights, including every meeting of Company Stockholders or action or approval by written resolution or consent of Company Stockholders from and after the right date hereof and prior to sign Stockholder’s name the earlier of (solely A) the Effective Time or (B) termination of the Merger Agreement covering the total number of Company Shares in its capacity as a stockholder) to any stockholder consent, if respect of which Stockholder is unable entitled to perform vote at any such meeting or otherwise does not perform his, her or its obligations under in connection with any such written consent related to the subject matter of Section 2 hereof. Notwithstanding anything to the contrary in this Agreement, with respect such Proxy shall not apply to any proposal submitted to a vote of the Company Stockholders to approve any payment which would, in the absence of such approval, constitute a parachute payment under Section 280G of the Code, and Stockholder shall continue to have full power and authority to vote the Company Shares solely with respect to in Stockholder’s sole discretion for or against any such proposal. Upon the matters execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies (other than the Proxy) given by Stockholder and shall not grant any subsequent proxies until after the Proxy Expiration Date. The parties hereby acknowledge that nothing in this Stockholders’ Agreement or the Proxy shall effect the Company’s existing drag along rights as set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations 4 of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration DateCompany Voting Agreement.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder Agreement Individual does hereby appoint Purchaser ▇▇▇▇▇▇▇ and any of its designees with full power of substitution and resubstitution, as StockholderIndividual’s true and lawful attorney and irrevocable proxy, to the fullest extent of StockholderIndividual’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign StockholderIndividual’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder Individual is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder Individual intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder Individual with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder Individual and the obligations of Stockholder Individual shall be binding on StockholderIndividual’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ Individual hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder Individual hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller Dogwood to ​ ​ issue and Purchaser sell to enter into Individual the Exchange Agreement Shares and that such proxy is given to secure the obligations of the Stockholder Individual under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject Effective immediately upon any failure by the Stockholder to comply with any of its obligations in Section 1, the final sentence of this Section 6Stockholder hereby irrevocably grants to, by execution of this Agreement, Stockholder and does hereby appoint Purchaser and any of its designees Parent, with full power of substitution and resubstitution, as the Stockholder’s 's true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s the undersigned's rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to each of such Shares solely with respect to the matters set forth in Section 1 1(b) hereof. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder from and after its effectiveness as provided above until the Expiration Date. This irrevocable proxy shall survive death, hereby revokes any proxy previously granted by Stockholder with respect to disability, incompetency, or bankruptcy of the Shares or New Shares and represents that none of such previously-granted proxies are irrevocableStockholder. The irrevocably Stockholder affirms that the irrevocable proxy is given in connection with, and power in consideration of, the execution of attorney granted herein shall survive the death or incapacity Merger Agreement and that such irrevocable proxy is given to Parent by the Stockholder to secure the performance of the duties of the Stockholder and the obligations of under this Agreement. The Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney proxies to or proxies enter into any agreement with respect any person to any Shares vote or New Shares give voting instructions with respect to the matters set forth Shares in Section 1 any manner inconsistent with the terms of this irrevocable proxy until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. The Stockholder hereby revokes any proxies or powers of attorney previously granted with respect to the Shares and represents that none of such previously granted proxies or powers of attorney is irrevocable.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint Purchaser Parent and any of its designees with full power of substitution and resubstitutionre-substitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇h▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller the Company, Parent, First Merger Sub and Purchaser Merger Sub to enter into the Exchange Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement, Stockholder each Shareholder does hereby appoint Purchaser the Company and any of its designees with full power of substitution and resubstitution, as Stockholdersuch Shareholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, proxy to vote and exercise all voting and related rights, including the right to sign Stockholdersuch Shareholder’s name (solely in its capacity as a stockholderShareholder) to any stockholder Shareholder consent, if Stockholder Shareholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such the Shares and New Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder Each Shareholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder such Shareholder with respect to the Shares or and New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably Shareholder hereby affirms that the proxy set forth in this Section 6 is given in connection with, and granted in consideration of, and as an inducement to the Company, Insight, Merger Sub I and Merger Sub II to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Shareholder under Section 1. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder such Shareholder and the obligations of Stockholder such Shareholder shall be binding on Stockholdersuch Shareholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ Each Shareholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or and New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms With respect to any Shares and New Shares that are owned beneficially by the Shareholder but are not held of record by the Shareholder, the Shareholder shall take all action necessary to cause the record holder of such Shares to grant the irrevocable proxy set forth and take all other actions provided for in this Section 6 is given in connection with respect to such Shares and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1New Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject In order to ensure that the voting agreement set forth in Section 1.1 and the other obligations of each Stockholder hereunder will be carried out, each Stockholder hereby grants an irrevocable proxy, coupled with an interest, in the form attached hereto as Exhibit A (the "Irrevocable Proxy") to, and hereby constitutes and appoints Epitope and each of its officers as such Stockholder's sole and exclusive attorney and proxy pursuant to the final sentence provisions of this Section 6212(c) of the General Corporation Law of the State of Delaware, by execution of this Agreement, Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution substitution, (a) to vote and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights otherwise act (by written consent or otherwise) with respect to the Shares or New Shares, and the Other Securities which such Stockholder is entitled to vote at the STC Stockholders Meeting and exercise all voting and related rightsany other meeting of STC Stockholders, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) or pursuant to any stockholder consentwritten consent in lieu of a meeting of STC Stockholders, if Stockholder is unable to perform and at any adjournment or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to postponement thereof on the matters set forth and in the manner specified in Section 1 hereof1.1. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Such Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder all other proxies and powers of attorney with respect to the Shares and the Other Securities that such Stockholder may have heretofore appointed or New Shares and represents granted that none of would prevent such previously-granted proxies are irrevocableStockholder from performing its obligations hereunder. The irrevocably proxy and power of attorney granted All authority herein conferred or agreed to be conferred shall survive the death or incapacity of any Stockholder and the obligations any obligation of such Stockholder under this Agreement shall be binding on Stockholder’s upon the transferees, heirs, personal representatives, successors, transferees successors and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers assigns of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration DateStockholder.

Irrevocable Proxy. Each Shareholder hereby revokes any and all previous proxies granted with respect to its Subject Shares (and such Shareholder hereby represents that any such prior proxy is revocable), other than proxies granted solely with respect to the final sentence of this Section 6, by execution of Routine Matters (as defined below). By entering into this Agreement, Stockholder does such Shareholder hereby appoint Purchaser grants a proxy appointing Parent as such Shareholder’s attorney-in-fact and any of its designees proxy, with full power of substitution substitution, for and resubstitution, as Stockholderin such Shareholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights name with respect to the Shares or New Subject Shares, effective as of the date hereof and continuing until the Expiration Date, to vote and exercise all voting and related rightsvote, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consentexpress consent or dissent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations to utilize such voting power solely as contemplated by‎ Section 1.01 above; provided that Parent shall provide at least twenty-four (24) hours’ notice prior to exercising the proxy granted by such Shareholder under this Agreement, with respect to such Shares solely with respect Section ‎1.02 to the matters set forth extent Parent intends to exercise such proxy within five (5) Business Days of the mailing of the Joint Proxy Statement. The proxy granted by such Shareholder pursuant to this Section ‎1.02 is irrevocable and is granted in consideration of Parent entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by such Shareholder shall automatically be revoked upon the Expiration Date. Each Shareholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Section 1 hereof‎1.02. Stockholder Each Shareholder intends this proxy to be irrevocable and unconditional during the term of this Agreement and coupled with an interest hereunder until and will take such further action or execute such other instruments as may be reasonably necessary to effect the Expiration Date, intent of this proxy. Each Shareholder hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney proxy or proxies enter into any voting trust or other agreement or arrangement with respect to the voting of any Subject Shares or New during the term of this Agreement (except for a Permitted Transfer), other than the granting of proxies to vote Subject Shares with respect to the election of directors, ratification of the appointment of the Company’s auditors at the Company’s annual meeting or special meeting of shareholders, and other routine matters set forth at the Company’s annual meeting or any special meeting, in Section 1 until after either case, solely to the Expiration Dateextent such matters are not (i) inconsistent with the obligations contemplated by the Merger Agreement or this Agreement or (ii) related to the transactions contemplated by the Merger Agreement or this Agreement (collectively, “Routine Matters”). The Stockholder hereby affirms that Any attempt by such Shareholder to grant a proxy, vote, consent or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares in a manner inconsistent with the proxy set forth in granted pursuant to this Section 6 is given in connection with ‎1.02 shall be null and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Datevoid ab initio.

Irrevocable Proxy. Subject The Participant represents that from time to time it may be a Beneficial Owner (as that term is defined in Rule 16a-1(a)(2) under the Exchange Act) of Shares. To the extent that it is a Beneficial Owner of Shares, the Participant agrees to irrevocably appoint Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially or legally owned Shares of a Fund which the Participant has not rehypothecated and which the Participant is or may be entitled to vote at any meeting of shareholders of the Fund held after the date this Agreement is executed whether annual or special and whether or not an adjourned meeting, or, if applicable, to give written consent with respect thereto. For purposes of this paragraph, beneficially owned Shares shall not include those shares for which the Participant is the record owner but not the beneficial owner (the “Managed Account Shares”). The Distributor shall mirror vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion as the votes (or abstentions) of all other shareholders of the Fund on any matter, question or resolution submitted to the final sentence vote of shareholders of the Fund. The Distributor, as attorney and proxy for Participant under this Section 61(f), by execution of this Agreement, Stockholder does (i) is hereby appoint Purchaser and any of its designees with given full power of substitution and resubstitutionrevocation; (ii) may act through such agents, nominees, or substitute attorneys as Stockholder’s true it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys in any lawful attorney manner deemed appropriate by it, including in writing, by telephone, facsimile, electronically (including through the Internet) or otherwise. The Distributor shall serve as an irrevocable agent and proxy for the Participant under this Section for so long (and only so long) as this Agreement remains in effect. In the event applicable law prevents the assignment of the irrevocable proxy, or deems such proxy to expire due to the fullest extent passage of Stockholder’s rights with respect time, the Participant hereby agrees to execute and deliver such additional documentation as may be necessary to cause the Distributor to serve as its agent and proxy for the purposes discussed in this Agreement. The Distributor shall promptly notify the Participant if the Distributor ceases to act as Distributor to any Fund or the Trust, as applicable, and this irrevocable proxy shall automatically terminate. The Distributor may terminate this irrevocable proxy within sixty (60) days written notice to the Shares or New Shares, Participant and termination of this irrevocable proxy by itself shall not serve to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under terminate this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the and proxy as set forth in this Section 6 is given in connection with 1(f) shall include (without limiting the general powers hereunder) the power to receive and granted in consideration waive any notice of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations any meeting on behalf of the Stockholder under Section 1undersigned. Notwithstanding anything contained herein to the contrary, this This irrevocable proxy shall automatically terminate terminates upon termination of the Expiration DateAgreement.

Irrevocable Proxy. Subject Each Supporting Stockholder hereby irrevocably appoints Vulcan and each of its executive officers from and after the date hereof until the earlier to occur of the final sentence Effective Time (as defined in the Merger Agreement) and the termination of this Agreement pursuant to Section 67.3 (at which point such appointment shall automatically terminate) as such Supporting Stockholder’s sole and exclusive attorneys, by execution of this Agreementagents and proxies (such constitution and appointment, Stockholder does hereby appoint Purchaser and any of its designees the “Irrevocable Proxy”), with full power of substitution and resubstitution, as Stockholder’s true to vote and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights otherwise act with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign of such Supporting Stockholder’s name Shares at any meeting of the stockholders of the Company (solely whether annual or special and whether or not an adjourned or postponed meeting), and in its capacity as a stockholder) to any stockholder consentaction by written consent of the stockholders of the Company, if Stockholder is unable to perform or otherwise does not perform hison the matters and in the manner specified in Section 1.1. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, her or its obligations under TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM A SUPPORTING STOCKHOLDER MAY TRANSFER ANY OF ITS SHARES IN BREACH OF THIS AGREEMENT. Upon the execution of this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable all prior proxies and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted powers of attorney given by each Supporting Stockholder with respect to the Shares or New Shares and represents that none all of such previously-granted proxies Supporting Stockholder’s Shares issued or issuable in respect thereof on or after the date of this Agreement are irrevocable. The irrevocably hereby revoked, and no subsequent proxy and or power of attorney granted herein shall survive the death or incapacity be given (and if given, shall not be effective) by such Supporting Stockholder. Any obligation of Stockholder and the obligations of a Supporting Stockholder shall be binding on the successors and assigns of such Supporting Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject Each Stockholder hereby irrevocably appoints GSI, until termination of the Merger Agreement, as his or its attorney and proxy pursuant to the final sentence provisions of this Section 6212(c) of the General Corporation Law of the State of Delaware, by execution of this Agreement, Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxysubstitution, to the fullest extent of Stockholder’s rights vote and otherwise act (by written consent or otherwise) with respect to the Shares or New Sharesand the Other Securities, which such Stockholder is entitled to vote at any meeting of stockholders of Red Cann▇▇ (▇▇ether annual or special and exercise whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, on the matters and in the manner specified in Section 1.01 hereof. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholders hereby revoke all voting other proxies and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, powers of attorney with respect to such the Shares solely and the Other Securities which they may have heretofore appointed or granted, and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholders with respect to the matters set forth specified in Section 1 1.01 hereof. Stockholder intends this proxy All authority herein conferred or agreed to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein conferred shall survive the death or incapacity of any Stockholder which is a natural person and the obligations any obligation of any Stockholder under this Agreement shall be binding on Stockholder’s upon the heirs, personal representatives, successors, transferees representatives and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers successors of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration DateStockholder.

Irrevocable Proxy. Subject to (a) Solely for the final sentence purpose of this facilitating the enforcement of each Principal Shareholder's obligations under Section 6, by execution 3(d) of this Agreement, Stockholder does each Principal Shareholder hereby appoint Purchaser irrevocably grants to, and appoints, Isaac Dabah, Michael Zimmerman, and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein other individual who shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇▇▇▇ agrees not be ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇quisition Corp., such Principal Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Principal Shareholder, to vote all of the Principal Shareholder Shares of such Principal Shareholder, or grant a consent or approval in respect of such Principal Shareholder Shares, at any subsequent powers meeting of attorney shareholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought in favor of the approval and adoption of the Acquisition Agreement and the Transactions or against any Acquisition Proposal (including, without limitation, any Superior Proposal) and any Frustrating Transaction. (b) Each Principal Shareholder represents that, except for the proxies with respect to any Shares or New Shares with respect pursuant to the matters set forth Sun Support Agreement, none of the proxies (if any) heretofore given in Section 1 until after respect of any of the Expiration Date. The Stockholder Principal Shareholder Shares of such Principal Shareholder are irrevocable, and each such Principal Shareholder agrees that all such proxies (including the proxies pursuant to the Sun Support Agreement) are hereby revoked. (c) Each Principal Shareholder hereby affirms that the proxy set forth granted by such Principal Shareholder in this Section 6 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 Acquisition Agreement. Each Principal Shareholder hereby further affirms that the proxy granted by such Principal Shareholder in this Section 5 is granted in connection with and granted in consideration the execution of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy Acquisition Agreement, is given to secure the obligations performance of the Stockholder duties of such Principal Shareholder under Section 1. Notwithstanding anything contained herein to the contrarythis Agreement, this irrevocable proxy shall automatically terminate upon the Expiration Dateand therefore is coupled with an interest.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of By executing this Agreement, Stockholder each Holder does hereby appoint Purchaser each of Parent and any of its designees Merger Sub, with full power of substitution and resubstitution, as Stockholdersuch Holder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholdersuch Holder’s rights with respect to the Shares or New Shares, to vote vote, and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, execute written consents with respect to to, each of such Shares solely with respect to the matters set forth in Section 1 2 hereof. Stockholder Each Holder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration DateTime. Each Holder affirms that the irrevocable proxy is given in connection with, hereby revokes any and in consideration of, the execution of the Merger Agreement and that such irrevocable proxy previously granted is given to Parent and Merger Sub by Stockholder with respect such Holder to secure the Shares or New Shares and represents that none performance of the duties of such previously-granted proxies are irrevocableHolder under this Agreement. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ Each Holder agrees not to grant any subsequent powers of attorney proxies to, or proxies with respect enter into any agreement with, any Person to any Shares vote or New Shares give voting instructions with respect to the matters set forth Shares in Section 1 any manner inconsistent with the terms of this irrevocable proxy until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1Time. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration DateTime. Each Holder hereby revokes any proxies or powers of attorney previously granted with respect to the Shares to the extent necessary to grant the proxy included in this Section 4 with respect to the Covered Proposals and matters related thereto, and represents that none of such previously granted proxies or powers of attorney is irrevocable. Parent and Merger Sub may terminate this proxy with respect to a Holder at any time in their sole discretion by written notice provided to such Holder.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement, Each Stockholder does hereby appoint Purchaser and revokes any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights proxies that such Stockholder has heretofore granted with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign such Stockholder’s name Stockholder Shares (solely other than pursuant to Section 9(h) of the Voting Agreement), hereby irrevocably constitutes and appoints Acquiror as attorney-in-fact and proxy in its capacity as a stockholder) accordance with the DGCL for and on such Stockholder’s behalf, for and in such Stockholder’s name, place and stead, in the event that such Stockholder fails to comply in any stockholder consent, if Stockholder is unable to perform or otherwise does not perform material respect with his, her or its obligations under this Agreementhereunder in a timely manner, to vote the Stockholder Shares of such Stockholder and grant all written consents thereto, in each case in accordance with the provisions of Sections 1(a)(i) and (ii) 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, with respect to any Stockholder that is an individual, as such Shares solely with respect 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 upon the occurrence of any other event other than following a termination of this Agreement pursuant to the matters set forth in Section 1 hereof6.13. Each Stockholder intends authorizes such attorney-in-fact and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy to be irrevocable and coupled any substitution or revocation with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to Secretary of the Shares or New Shares and represents that none of such previously-granted proxies are irrevocableCompany. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 2 is given in connection with and granted in consideration the execution by Acquiror of and as an inducement to Seller and Purchaser to enter into the Exchange Merger Agreement and that such irrevocable proxy is given to secure the obligations of the such Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this The irrevocable proxy shall automatically terminate upon set forth in this Section 2 is executed and intended to be irrevocable. Each Stockholder agrees not to grant any proxy that conflicts or is inconsistent with the Expiration Dateproxy granted to Acquiror in this Agreement.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint Purchaser Parent and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇h▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller the Company, Parent, First Merger Sub and Purchaser Second Merger Sub to enter into the Exchange Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject Solely with respect to the final sentence of matters described in Section 1.2, for so long as this Section 6Agreement has not been validly terminated in accordance with its terms, by execution of this Agreement, each Stockholder does hereby appoint Purchaser irrevocably appoints Parent (and any of Person or Persons designated by Parent) as its designees attorney-in-fact and proxy with full power of substitution and resubstitution, as to the full extent of such Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s voting rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign such Stockholder’s name Subject Shares (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder which proxy is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and which appointment is coupled with an interest hereunder until interest) to vote (or issue instructions to the Expiration Daterecord holder to vote), and to execute (or issue instructions to the record holder to execute) written consents with respect to, all such Stockholder’s Subject Shares solely on the matters described in Section 1.2, and in accordance therewith. This proxy is coupled with an interest, was given to secure the obligations of such Stockholder under Section 1.2, was given in consideration of and as an additional inducement of Parent and Merger Sub to enter into the Merger Agreement and shall be irrevocable, and such Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein and hereby revokes any proxy previously granted by such Stockholder with respect to the Shares Subject Shares. Such proxy shall not be terminated by operation of any Law or New Shares and represents that none upon the occurrence of such previously-granted proxies are irrevocableany other event other than upon the valid termination of this Agreement in accordance with its terms. The irrevocably Parent may terminate this proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to a Stockholder at any Shares or New Shares with respect time at its sole election by written notice provided to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration DateStockholder.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint Purchaser Parent and any of its designees with full power of substitution and resubstitutionre-substitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇h▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller the Company, Parent, ExchangeCo, CallCo and Purchaser the former shareholders of the Company to enter into the Exchange Purchase Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject Effective immediately upon any failure by the Stockholder to comply with any of its obligations in Section 1, the final sentence of this Section 6Stockholder hereby irrevocably grants to, by execution of this Agreement, Stockholder and does hereby appoint Purchaser and any of its designees Parent, with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholderthe undersigned’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to each of such Shares solely with respect to the matters set forth in Section 1 1(b) hereof. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder from and after its effectiveness as provided above until the Expiration Date. This irrevocable proxy shall survive death, hereby revokes any proxy previously granted by Stockholder with respect to disability, incompetency, or bankruptcy of the Shares or New Shares and represents that none of such previously-granted proxies are irrevocableStockholder. The irrevocably Stockholder affirms that the irrevocable proxy is given in connection with, and power in consideration of, the execution of attorney granted herein shall survive the death or incapacity Merger Agreement and that such irrevocable proxy is given to Parent by the Stockholder to secure the performance of the duties of the Stockholder and the obligations of under this Agreement. The Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney proxies to or proxies enter into any agreement with respect any person to any Shares vote or New Shares give voting instructions with respect to the matters set forth Shares in Section 1 any manner inconsistent with the terms of this irrevocable proxy until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. The Stockholder hereby revokes any proxies or powers of attorney previously granted with respect to the Shares and represents that none of such previously granted proxies or powers of attorney is irrevocable.

Irrevocable Proxy. Subject Each Stockholder hereby irrevocably appoints GSI, until termination of the Merger Agreement, as his or its attorney and proxy pursuant to the final sentence provisions of this Section 6212(c) of the General Corporation Law of the State of Delaware, by execution of this Agreement, Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxysubstitution, to the fullest extent of Stockholder’s rights vote and otherwise act (by written consent or otherwise) with respect to the Shares or New Sharesand the Other Securities, which such Stockholder is entitled to vote at any meeting of stockholders of Red ▇▇▇▇▇▇ (whether annual or special and exercise whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, on the matters and in the manner specified in Section 1.01 hereof. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholders hereby revoke all voting other proxies and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, powers of attorney with respect to such the Shares solely and the Other Securities which they may have heretofore appointed or granted, and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholders with respect to the matters set forth specified in Section 1 1.01 hereof. Stockholder intends this proxy All authority herein conferred or agreed to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein conferred shall survive the death or incapacity of any Stockholder which is a natural person and the obligations any obligation of any Stockholder under this Agreement shall be binding on Stockholder’s upon the heirs, personal representatives, successors, transferees representatives and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers successors of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration DateStockholder.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by By execution of this Agreement, Stockholder ▇▇▇▇▇▇▇▇▇▇▇ does hereby appoint Purchaser the Buyer and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney attorney-in-fact and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Covered Shares, to vote and exercise all voting and related rights, including the right or cause to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consentbe voted, if Stockholder is unable fails to perform or otherwise does not perform vote his, her or its obligations under this AgreementCovered Shares, with respect to such Shares solely with respect to the matters and in the manner set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes (or agrees to cause to be revoked) any proxy previously granted by Stockholder with respect to the Shares or New Covered Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with, and granted in consideration of, and as an inducement to the Buyer and Seller to enter into the Asset Purchase Agreement and that such proxy is given to secure the obligations of the Stockholders under Section 1. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares inconsistent with respect to the matters set forth in its obligations under Section 1 of this Agreement until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy and power of attorney shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights has heretofore granted with respect to the Shares Subject Shares. The Stockholder hereby irrevocably appoints Sellas as attorney-in-fact and proxy for and on behalf of the Stockholder, for and in the name, place and stead of the Stockholder, to: (a) attend any and all meetings of Galena Stockholders, (b) vote, express consent or New Shares, dissent or issue instructions to the record holder to vote the Subject Shares in accordance with the provisions of Section 1.1 at any and exercise all voting meetings of Galena Stockholders and related rights(c) grant or withhold, including or issue instructions to the right record holder to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consentgrant or withhold, if Stockholder is unable to perform or otherwise does not perform hisconsistent with the provisions of Section 1.1, her or its obligations under this Agreement, with respect to such Shares solely all written consents with respect to the matters set forth Subject Shares at any and all meetings of Galena Stockholders. Sellas agrees not to exercise the proxy granted herein for any purpose other than the purposes described in Section 1 hereofthis Agreement. Stockholder intends this The foregoing proxy shall be deemed to be irrevocable and a proxy coupled with an interest hereunder interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Stockholder, as applicable) until the Expiration Date, hereby revokes termination of the Plan of Merger and shall not be terminated by operation of law or upon the occurrence of any proxy previously granted by Stockholder with respect other event other than the termination of this Agreement pursuant to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocableSection 4.2. The irrevocably Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and power any substitution or revocation with the Secretary of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration DateGalena. The Stockholder hereby affirms that the proxy set forth in this Section 6 1.5 is given in connection with and granted in consideration of and as an inducement to Seller Sellas, Holdings I, Holdings II and Purchaser Merger Sub to enter into the Exchange Agreement Plan of Merger and that such proxy is given to secure the obligations of the Stockholder under Section 11.1. Notwithstanding anything contained herein The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the contrarytermination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder (other than shares beneficially owned by the Stockholder that are held in the name of a bank, this broker or nominee), the Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy shall automatically terminate upon the Expiration Dateand take all other actions provided for in this Section 1.5 with respect to such Subject Shares.

Irrevocable Proxy. Subject to the final sentence of For so long as this Agreement has not been validly terminated in accordance with Section 65.2, by execution of this Agreement, each Stockholder does hereby appoint Purchaser irrevocably appoints Parent (and any of Person (as defined below) or Persons designated by Parent) as its designees attorney-in-fact and proxy with full power of substitution and resubstitution, as to the full extent of such Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s voting rights with respect to all such Stockholder’s Subject Shares (which proxy is irrevocable (and as such shall survive and not be affected by the Shares death, incapacity, mental illness or New Sharesinsanity of such Stockholder) and which appointment is coupled with an interest, including for purposes of Section 212 of the DGCL) to vote (or issue instructions to the record holder to vote), and exercise to execute (or issue instructions to the record holder to execute) written consents with respect to, all voting and related rights, including the right to sign such Stockholder’s name (Subject Shares solely on the matters described in, and in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under accordance with the provisions of Section 1.1. For purposes of this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof“Person” means an individual, a partnership, a corporation, a limited liability company, an unlimited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other entity, a governmental entity or any department, agency or political subdivision thereof. Stockholder intends this This proxy to be irrevocable and is coupled with an interest hereunder until interest, was given to secure the Expiration Dateobligations of such Stockholder under Section 1.1, was given in consideration of and as an additional inducement of Parent and Target to release the 2.7 Announcement and enter into the Cooperation Agreement and shall be irrevocable, and such Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein and hereby revokes any proxy previously granted by such Stockholder with respect to the Subject Shares or New Shares and represents that none of such previously-granted proxies are irrevocablecovers matters addressed by this Agreement. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable Such proxy shall automatically terminate not be terminated by operation of any applicable law or upon the Expiration Dateoccurrence of any other event other than upon the valid termination of this Agreement in accordance with Section 5.2.

Irrevocable Proxy. Subject to the final last sentence of this Section 6‎8, by execution of this Agreement, Stockholder does Shareholders do hereby appoint Purchaser Newegg and any of its designees with full power of substitution and resubstitution, as StockholderShareholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of StockholderShareholder’s rights with respect to the Shares or and New Shares, to vote and exercise all voting and related rights, including the right to sign StockholderShareholder’s name (solely in its capacity as a stockholdershareholder) to any stockholder shareholder consent, if Stockholder Shareholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares and New Shares solely with respect to the matters set forth in Section 1 ‎1 hereof. Stockholder intends Shareholders intend this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder any Shareholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder Shareholder and the obligations of Stockholder Shareholder shall be binding on StockholderShareholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ Shareholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 ‎1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint Purchaser Parent and any of its designees with full power of substitution and resubstitutionre-substitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller the Company, Parent, First Merger Sub and Purchaser Second Merger Sub to enter into the Exchange Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject Each Shareholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the issued and outstanding Shares and all issued and outstanding New Shares in respect of which such Shareholder is the beneficial holder and is entitled to vote at each meeting of the shareholders of the Company (including, without limitation, each written consent in lieu of a meeting) prior to the final sentence termination of this Section 6, by Agreement. Upon the execution of this AgreementAgreement by such Shareholder, Stockholder does such Shareholder hereby appoint Purchaser revokes any and any all prior proxies or powers of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights given by such Shareholder with respect to voting of the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to on the matters set forth referred to in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent proxies or powers of attorney or proxies with respect to any Shares or New Shares with respect to the voting of the Shares on the matters set forth referred to in Section 1 until after the Expiration Date. The Stockholder Each Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement and the Proxy. Each Shareholder hereby affirms that the proxy set forth in this Section 6 Proxy is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter Parent entering into the Exchange Merger Agreement and incurring related fees and expenses, and that such proxy Proxy is given to secure the obligations performance of the Stockholder duties of such Shareholder under Section 1this Agreement. Except as otherwise provided for herein, each Shareholder hereby (i) affirms that the Proxy is coupled with an interest and may under no circumstances be revoked prior to the Expiration Date, and (ii) ratifies and confirms that the Proxies appointed hereunder may lawfully do or cause to be done by virtue hereof. The power of attorney granted by each Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Shareholder. Notwithstanding anything contained herein to any other provisions of this Agreement, the contrary, this irrevocable proxy Proxy granted hereunder shall automatically terminate upon the Expiration Datetermination of this Agreement.

Irrevocable Proxy. Subject to The Stockholder hereby irrevocably grants to, and appoints, the final sentence Company, and (with the Stockholder’s express written consent) any individual designated in writing by the Company, and each of this Section 6them individually, by execution of this Agreement, Stockholder does hereby appoint Purchaser as the Stockholder’s proxy and any of its designees attorney-in-fact (with full power of substitution substitution), for and resubstitutionin the name, as place and stead of the Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote its Voting Shares, or grant a consent or approval in respect of its Voting Shares, in a manner consistent with Section 1.1(a)-(b) if the Stockholder has not voted such Voting Shares in a manner consistent with Section 1.1(a)-(b) at least five (5) Business Days prior to the applicable voting deadline. The Stockholder understands and exercise all voting and related rights, including acknowledges that the right to sign Company is entering into the Merger Agreement (as in effect on the date of this Agreement) in reliance upon the Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under execution and delivery of this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 1.2 is given in connection with and granted in consideration the execution of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement Merger Agreement, and that such irrevocable proxy is given to secure the obligations performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy set forth in this Section 11.2 is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all actions and things 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. Notwithstanding anything contained herein the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by the Stockholder on the earliest of, (x) upon any valid termination of this Agreement pursuant to Section 4.1, (y) without the contraryStockholder’s prior written consent, this irrevocable proxy shall automatically terminate upon if the Merger Agreement is amended in any material respect or (z) the Voting Covenant Expiration Date.

Irrevocable Proxy. In order to secure Stockholder’s obligations under this Agreement, Stockholder hereby appoints Parent (the “Proxy”) as its true and lawful proxy and attorney-in-fact, with full power of substitution, to (a) vote the Subject Shares for the matters expressly provided for in this Agreement and (b) execute and deliver all written consents, conveyances and other instruments or documents appropriate or necessary to effect the final sentence matters expressly provided for in this Agreement. The Proxy may exercise the irrevocable proxy granted to it hereunder at any time Stockholder fails to comply with the provisions of this Agreement. The proxies and powers granted by Stockholder pursuant to this Agreement are coupled with an interest and are given to secure the performance of Stockholder’s obligations. Such proxies and powers shall be irrevocable and shall survive death, incompetency, disability or bankruptcy of Stockholder. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 6, by 212(e) of the DGCL. Upon the execution of this Agreement, Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Shares or New Shares on the matters referred to in Section 3 and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees to not to grant any subsequent powers of attorney proxies or proxies enter into any agreement or understanding with respect any Person to any Shares vote or New Shares give voting instructions with respect to the matters set forth Subject Shares in Section 1 any manner inconsistent with the terms of this irrevocable proxy until after the Expiration Date. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Stockholder’s execution and delivery of this Agreement and Stockholder’s granting of the proxy contained in this Section 4. Stockholder hereby affirms that the proxy set forth granted in this Section 6 4 is given in connection with and granted in consideration the execution of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement Merger Agreement, and that such proxy is given to secure the obligations performance of the duties of Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration DateAgreement.

Irrevocable Proxy. Subject Solely with respect to the final sentence matters described in Section 1.1, and subject to Section 1.4 below, if Stockholder has not taken a Qualifying Action (as defined below) on or prior to the fifth business day prior to the Shareholders Meeting (including any adjournments or postponements thereof) or any other meeting, date or event upon which stockholders of this the Company will be asked to vote with respect to the matters described in Section 61.1 (such meeting, by execution of this Agreementdate or event, the “Voting Event”), Stockholder does hereby appoint Purchaser and any of irrevocably appoints Parent as its designees proxy with full power of substitution (which proxy is irrevocable and resubstitutionwhich appointment is coupled with an interest, as including for purposes of all applicable provisions of the Minnesota Business Corporation Act) to vote in its discretion all Voting Shares owned by Stockholder beneficially and of record solely on the matters described in Section 1.1 effective from and after such third business day prior to the Voting Event and until the six months after the date of the applicable Voting Event. Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. “Qualifying Action” means either (a) the delivery by each Stockholder to Parent of a copy of such Stockholder’s true duly executed and lawful attorney valid proxy (and irrevocable any amendment of such proxy, to the fullest extent of Stockholder’s rights ) with respect to the Shares Shareholders Meeting or New Sharesother Voting Event, to vote and exercise all voting and related rights, including provided the right to sign votes reflected in such proxy or amendment thereof are consistent with Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its voting obligations under this Agreement, with respect to such Shares solely Agreement with respect to the matters set forth matter(s) in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until question or (b) the Expiration Date, hereby revokes any proxy previously granted delivery by Stockholder to Parent of a written certificate signed by Stockholder certifying that Stockholder shall attend the Shareholders Meeting or other Voting Event in person (if a meeting of stockholders) and vote his Voting Shares in accordance with Section 1.1 hereof, provided that in the event that a Qualifying Action is subsequently rescinded, revoked or modified in any manner inconsistent with the requirements of Section 1.1, or if Stockholder does not attend and vote as required hereunder at any Voting Event, Stockholder shall be deemed to have affirmed as of the time of the Voting Event the proxy with respect to the Voting Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given (notwithstanding any other action take since the date hereof) and Parent (or its designee) shall be entitled to the proxy and vote the Voting Shares in its discretion at or in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Dateapplicable Voting Event.

Irrevocable Proxy. Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint Purchaser and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇h▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller Sellers and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject to the final penultimate sentence of this Section 6, by execution of this Agreement, each Stockholder does hereby appoint Purchaser the Company and any of its designees with full power of substitution and resubstitution, as such Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of such Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign such Stockholder’s name (solely in its capacity as a stockholder) to any stockholder Stockholder consent, if such Stockholder is unable fails to perform or otherwise does not perform vote his, her or its obligations under this Agreement, with respect to such Shares solely with respect to the matters set forth in Section 1 hereofhereof by 5:00 p.m. (Eastern Time) on the day immediately preceding the meeting date (or date upon which written consents are requested to be submitted), provided the Stockholder has received information regarding the meeting or request for written consent at least five (5) Business Days before such shareholder meeting or any consent solicitation or other vote taken of the Company’s stockholders . Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by such Stockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with with, and granted in consideration of of, and as an inducement to Seller the Company, Frequency and Purchaser Merger Sub to enter into the Exchange Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. The irrevocable 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. Each Stockholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Subject to the final last sentence of this Section 67, by execution of this Agreement, Stockholder Shareholder does hereby appoint Purchaser Company and any of its designees with full power of substitution and resubstitution, as StockholderShareholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of StockholderShareholder’s rights with respect to the Shares or and New Shares, to vote and exercise all voting and related rights, including the right to sign StockholderShareholder’s name (solely in its capacity as a stockholdershareholder) to any stockholder shareholder consent, if Stockholder Shareholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares and New Shares solely with respect to the matters set forth in Section 1 hereof. Stockholder intends Shareholder intend this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by Stockholder any Shareholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder Shareholder and the obligations of Stockholder Shareholder shall be binding on StockholderShareholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder Shareholder ▇▇▇▇▇▇ agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with and granted in consideration of and as an inducement to Seller and Purchaser to enter into the Exchange Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.