Common use of Irrevocable Proxy Clause in Contracts

Irrevocable Proxy. By execution of this Agreement, the Stockholder hereby appoints and constitutes Gamesys and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer), to vote each of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified in this Section 2.4.

Irrevocable Proxy. By Subject to the final sentence of this Section 6, by execution of this Agreement, the Stockholder does hereby appoints and constitutes Gamesys appoint Purchaser and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)or New Shares, to vote each of and exercise all voting and related rights, including the Covered 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 (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1 hereof. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Sharesthe 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 ratifies and confirms all actions affirms that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified proxy set forth in this Section 2.46 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. By Subject to the penultimate sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint the Stockholder hereby appoints and constitutes Gamesys Company and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Shares, to vote each of and exercise all voting and related rights, including the Covered 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 (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1 hereof. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Sharesthe 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 ratifies and confirms all actions that agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares with respect to the proxies appointed hereunder may lawfully do or cause matters set forth in Section 1 until after the Expiration Date. Notwithstanding anything contained herein to be done in furtherance of any matter specified in the contrary, this Section 2.4irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. By Subject to the penultimate sentence of this Section 6, by execution of this Agreement, each Stockholder does hereby appoint the Stockholder hereby appoints and constitutes Gamesys Company and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the such Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the such Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Shares, to vote each of and exercise all voting and related rights, including the Covered right to sign such Stockholder’s name (solely in its capacity as a stockholder) to any Stockholder consent, if such Stockholder fails to vote his, her or its Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided1 hereof 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), however, the foregoing will only be effective if provided the Stockholder fails to be counted as present, to has received information regarding the meeting or request for written consent at least five (5) Business Days before such shareholder meeting or to any consent solicitation or other vote taken of the StockholderCompany’s Covered Shares in accordance with Section 2.2 abovestockholders. The Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the such Stockholder with respect to its Covered Sharesthe Shares and represents that none of such previously-granted proxies are irrevocable. The Stockholder hereby ratifies and confirms all actions affirms that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified proxy set forth in this Section 2.46 is given in connection with, and granted in consideration of, and as an inducement to the Company, Homology and Merger Sub 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 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. By execution (a) 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, the each Stockholder hereby appoints GSCP as his, her or its true and constitutes Gamesys lawful proxy and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked)attorney-in-fact, with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact and irrevocable proxiessubstitution, to vote all of his, her or its Voting Shares of the fullest extent Company as is necessary to enforce the rights of GSCP under Section 6 of this Agreement until such rights are terminated in accordance with the terms of this Agreement. GSCP 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 GSCP rights thereunder. The proxies and powers granted by each Stockholder pursuant to this Section 6.6(a) are coupled with an interest and are given to secure the performance of the Stockholder’s rights with respect 's obligations to GSCP 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. (b) In order to secure each Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer), obligation to vote each of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth andhis, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent her or to vote the Stockholder’s Covered its Voting Shares in accordance with the provisions of Section 2.2 above6 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 intends pursuant to this proxy to be irrevocable and Section 6.6(b) are coupled with an interest hereafter 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 terminate. Such proxies and powers shall survive the Expiration Time for death, 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 purposes of his, her or its Voting Shares of the Company as is necessary to enforce the rights of Mitsubishi and hereby revokes 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 proxy previously 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 the each Stockholder with respect pursuant to its Covered Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified in this Section 2.46.6(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. By Subject to the final sentence of this Section 6, by execution of this Agreement, the Stockholder does hereby appoints and constitutes Gamesys appoint Parent and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Shares, to vote each of and exercise all voting and related rights, including the Covered 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 (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1 hereof. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Sharesthe Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder hereby ratifies and confirms all actions that 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 appointed hereunder may lawfully do or cause with respect to be done any Shares with respect to the matters set forth in furtherance of any matter specified in Section 1 until after the Expiration Date. Notwithstanding anything contained herein to the contrary, this Section 2.4irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. By execution of this Agreement, the (a) Each Stockholder hereby appoints and constitutes Gamesys and any one revokes (or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically agrees to cause promptly to be revoked), ) any proxies that such Stockholder has heretofore granted with full power of substitution and resubstitution, respect to the Subject Shares. Such Stockholder hereby irrevocably appoints Parent as the Stockholder’s true and lawful attorneysattorney-in-fact and irrevocable proxiesproxy 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 dissent or issue instructions to the fullest extent record holder to vote such Stockholder’s Subject Shares in accordance with the provisions of Section 2.1 at any and all meetings of the Stockholder’s rights stockholders of the Company, and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 2.1, all written consents with respect to the Stockholder's Covered Subject Shares (at any and all meetings of the stockholders of the Company or in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than Covered Shares that have been Transferred the purposes described in this Agreement. The foregoing proxy shall be deemed to be a Permitted Transfer)proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the Expiration Date 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, to vote each revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of the Covered Shares Company. Such Stockholder hereby affirms that the proxy set forth in this Section 2.2 is given in connection with and granted in consideration of and as an inducement to the Parent Parties to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 2.1. 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 than Covered Shares that have been Transferred in such agreement, or grant a Permitted Transfer) solely proxy or power of attorney, with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent Subject Shares that is inconsistent with this Agreement or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes otherwise take any proxy previously granted by the Stockholder other action with respect to its Covered Sharesthe 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 Agreement by any other Stockholder. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified Nothing in this Section 2.4Agreement shall require any Stockholder to exercise any option and/or other right to purchase any Common Stock of the Company.

Irrevocable Proxy. By Subject to the final sentence of this Section 8, by execution of this Agreement, Stockholder does hereby appoint the Stockholder hereby appoints and constitutes Gamesys Company and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Shares, to vote each of and exercise all voting and related rights, including the Covered 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 (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1 hereof. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Sharesthe Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder hereby ratifies and confirms all actions that 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 appointed hereunder may lawfully do or cause with respect to be done any Shares with respect to the matters set forth in furtherance of any matter specified in Section 1 until after the Expiration Date. Notwithstanding anything contained herein to the contrary, this Section 2.4irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. By execution of To secure the Shareholder’s obligations to vote the Shareholder Shares in accordance with this Agreement, the Stockholder Shareholder hereby irrevocably grants to and appoints and constitutes Gamesys and any one or more director(s) or executive officer(s) of Gamesysthe Chief Executive Officer, President, Secretary, and each Executive Vice President of the Company (each, a “Company Party” and collectively, the “Company Parties”), or any of them individuallyfrom time to time, until or their designees, as the Expiration Time (at which time this Shareholder’s sole, exclusive, true and lawful proxy will automatically be revoked)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, as and hereby authorizes and empowers the Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, Company Parties to the fullest extent vote all of the StockholderShareholder Shares at any meeting of the stockholders of the Company and in every written consent in lieu of such meeting, as set 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 rights duties under this Agreement. Each such proxy and 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 given by the Shareholder with respect to the Stockholder's Covered Shares (other than Covered Shares Shareholder Shares. The Shareholder acknowledges and agrees that have been Transferred in a Permitted Transfer), to vote each of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely no subsequent proxies with respect to the matters set forth andsuch Shareholder Shares shall be given, subject as providedand if given, in Section 2.2 above; provided, however, the foregoing will only shall not be effective if or ineffective ab initio. All authority conferred herein shall be binding upon and enforceable against any successors or assigns of the Stockholder fails to be counted as present, to consent or to vote Shareholder and any transferees of the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Shareholder Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified in this Section 2.4.

Irrevocable Proxy. By Subject to the penultimate sentence of this Section 6, by execution of this Agreement, each Stockholder does hereby appoint the Stockholder hereby appoints and constitutes Gamesys Company and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the such Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the such Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Shares, to vote each of and exercise all voting and related rights, including the Covered 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 Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1 hereof. The Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the such Stockholder with respect to its Covered Sharesthe Shares and represents that none of such previously-granted proxies are irrevocable. The Stockholder hereby ratifies and confirms all actions affirms that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified proxy set forth in this Section 2.46 is given in connection with, and granted in consideration of, and as an inducement to the Company, Terrain and Merger Sub 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 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. The Stockholder hereby revokes any and all previous proxies and powers of attorney granted with respect to the 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 execution entering into this Agreement, subject to the last sentence of this AgreementSection 1(b), the Stockholder hereby appoints and constitutes Gamesys and grants, or agrees to cause the applicable record holder to grant, a proxy appointing Parent, any one or more director(s) or executive officer(s) designee of Gamesys, Parent and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked)Parent’s officers, with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneysattorney-in-fact and irrevocable proxiesproxy, to the fullest extent of for and in the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)name, to vote each of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to vote, express consent or dissent with respect to the Shares for the purposes set forth in Section 1(a). The proxy granted by the Stockholder pursuant to this Section 1(b) is, subject to the last sentence of this Section 1(b), irrevocable and is coupled with an interest, in accordance with Section 212(e) of the DGCL, and is granted in order to secure the Stockholder’s performance under this Agreement and also in consideration of Parent entering into this Agreement and the Merger Agreement. The power of attorney granted by the Stockholder is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Stockholder. If the Stockholder fails for any reason to be counted as present, consent or vote the 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 automatically revoked upon the valid termination of this Agreement in accordance with Section 5. The Stockholder hereby affirms that the proxy granted in this Section 1(b) is given in connection with the execution of the Merger Agreement, and that such proxy is given to secure the 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 Stockholder’s Covered Shares in accordance with Section 2.2 above1(a). The For Shares as to which the Stockholder intends this 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 be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions same effect as that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified in this Section 2.4contained herein.

Irrevocable Proxy. By execution of this Agreement, the Stockholder Each Equityholder hereby appoints and constitutes Gamesys and any one revokes (or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically agrees to cause to be revoked), ) any voting proxies that such Equityholder has heretofore granted with full power of substitution and resubstitution, respect to such Equityholder’s Subject Shares. Each Equityholder hereby irrevocably appoints CST as the Stockholder’s true and lawful attorneysattorney-in-fact and irrevocable proxiesproxy 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 fullest extent record holder to vote, such Equityholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all Meetings and (b) grant or withhold, or issue instructions to the Stockholder’s rights record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents with respect to the Stockholder's Covered Subject Shares (in connection with any action sought to be taken by written consent without a meeting. CST agrees not to exercise the proxy granted herein for any purpose other than Covered Shares that have been Transferred the purposes described in this Agreement. The foregoing proxy shall be deemed to be a Permitted Transfer)proxy coupled with an interest, to vote each 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 Covered Shares (termination of this Agreement and shall not be terminated by operation of legal requirements or upon the occurrence of any other event other than Covered Shares that have been Transferred in a Permitted Transfer) solely the termination of this Agreement with respect to such Equityholder pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Each Equityholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the matters secretary of CST. Each Equityholder hereby affirms that the proxy set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified in this Section 2.41.4 is given in connection with and granted in consideration of and as an inducement to CST to close the transactions contemplated by the Purchase Agreements and that such proxy is given to secure the obligations of the Equityholder under Section 1.1.

Irrevocable Proxy. By execution In order to secure each Stockholder’s obligation to vote his, her or its Stockholder Shares and other voting securities of this Agreementthe Company or to deliver any written consent contemplated by or in accordance with the provisions of Sections 2 hereof, the each Stockholder hereby appoints WCAS X Associates, LLC (the “Attorney-In-Fact”) as such Stockholder’s true and constitutes Gamesys lawful proxy and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked)attorney-in-fact, with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)substitution, to vote each at any annual or special meeting of the Covered Shares (other than Covered Shares that have been Transferred Stockholders, or to take any action by written consent in a Permitted Transfer) solely 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 set forth and, subject as provided, expressly provided for in Section 2.2 above; provided, however, Sections 2. The Attorney-In-Fact may exercise the foregoing will only be effective if the irrevocable proxy granted to it hereunder at any time any Stockholder fails to be counted as present, comply with any of the provisions of Sections 2. Each of the proxies and powers granted by each Stockholder pursuant to consent or to vote the Stockholder’s Covered Shares in accordance with this Section 2.2 above. The Stockholder intends this proxy to be irrevocable and 3 is coupled with an interest hereafter until and is given to secure the Expiration Time for all purposes performance of such Stockholder’s obligations under this Agreement. Such proxies and hereby revokes any proxy previously granted by powers shall be irrevocable, shall only terminate upon the termination of this Agreement and shall survive the death, incompetency, disability, bankruptcy or dissolution of such Stockholder with respect to and the subsequent holders of his, her or its Covered Stockholder Shares. The Stockholder hereby ratifies and confirms all actions that To effectuate the proxies appointed hereunder may lawfully do or cause to be done in furtherance provisions of any matter specified in this Section 2.43, 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.

Irrevocable Proxy. By execution of this Agreement(a) The Stockholder hereby, and without the Stockholder hereby appoints need for any further action by the Stockholder, (A) grants a proxy to, and constitutes Gamesys appoints, Parent, and any one or more director(s) or executive officer(s) of GamesysPerson designated in writing by Parent, and each of them individually, until the Expiration Time Stockholder’s proxy and attorney-in-fact (at which time this proxy will automatically be revoked), with full power of substitution substitution), for and resubstitution, as in the Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, to the fullest extent name of the Stockholder’s rights , to vote the Shares owned beneficially and of record by the Stockholder or act by way of written consent with respect to such Shares in the Stockholder's Covered Shares manner indicated in Section 1.01 (other than Covered Shares that have been Transferred in a Permitted Transfer), to vote each of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) which proxy shall be limited solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1.01). The Stockholder intends this This proxy to shall be irrevocable (pursuant to Section 212(e) of the DGCL) and is coupled with an interest hereafter 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 Time for all purposes parties, 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 its Covered Sharesthe voting of any Shares inconsistent with the terms of Section 1.01 and has taken such further action and executed such other instruments as required to revoke any such proxies. The Each Stockholder hereby ratifies and confirms all actions affirms that the proxies appointed hereunder may lawfully do irrevocable proxy granted herein is given in connection with the execution of the Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. Subject to the other terms and provisions of this Agreement and the Merger Agreement, the Stockholder shall retain the right to vote or cause to be done voted all of the Stockholder’s Shares in furtherance of any matter its sole discretion on all matters not specified in this Section 2.41.01.

Irrevocable Proxy. By execution Solely with respect to the matters described in Section 1.1, 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, the Stockholder hereby appoints and constitutes Gamesys and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time Agreement pursuant to Section 8 (at which time this proxy will 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 substitution, for and resubstitutionin the name, as the Stockholder’s true place and lawful attorneys-in-fact and irrevocable proxiesstead of such Shareholder, to the fullest extent of the Stockholder’s rights vote and otherwise act with respect to the Stockholder's Covered all of such Shareholder’s Subject Shares (at any annual, special or other than Covered Shares that have been Transferred in a Permitted Transfer), to vote each meeting of the Covered Shares (other than Covered Shares that have been Transferred shareholders of the Company, and at any adjournment or adjournments or postponement thereof, and in a Permitted Transfer) solely with respect to any action by written consent of the shareholders of the Company, on the matters set forth and, subject as provided, and in the manner specified in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1.1. The Stockholder intends this Each such proxy to be and power of attorney is irrevocable and coupled with an interest hereafter until and, to the Expiration Time for all purposes extent 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 granted by the Stockholder all other proxies and powers of attorney with respect to its Covered Sharesall of such Shareholder’s Subject Shares that may have heretofore been appointed or granted with respect to the matters covered by Section 1.1, and no subsequent proxy or power of attorney shall be given (and if given, shall not be effective) by such Shareholder with respect thereto on the matters covered by Section 1. 1. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do All authority herein conferred or cause agreed to be done in furtherance conferred by any Shareholder shall survive the death or incapacity of such Shareholder and any obligation of any matter Shareholder under this Agreement shall be binding upon the heirs, personal representatives, successors 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, to the extent HGI Funding uses any such Irrevocable Proxy, it will only vote the Subject Shares subject to such Irrevocable Proxy with respect to the matters specified in, and in this accordance with the provisions of, Section 2.41.1.

Irrevocable Proxy. By Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint the Stockholder hereby appoints and constitutes Gamesys Company and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Shares, to vote each of and exercise all voting and related rights, including the Covered 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 (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1 hereof. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Sharesthe 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 hereby ratifies and confirms all actions that 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 appointed hereunder may lawfully do or cause with respect to be done any Shares with respect to the matters set forth in furtherance of any matter specified in Section 1 until after the Expiration Date. Notwithstanding anything contained herein to the contrary, this Section 2.4irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. By Subject to the penultimate sentence of this Section 6, by execution of this Agreement, each Shareholder does hereby appoint the Stockholder hereby appoints and constitutes Gamesys Company and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the Stockholdersuch Shareholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the Stockholdersuch Shareholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Shares, to vote each of and exercise all voting and related rights, including the Covered right to sign such Shareholder’s name (solely in its capacity as a Shareholder) to any Shareholder consent, if Shareholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1 hereof. The Stockholder Each Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the Stockholder such Shareholder with respect to its Covered Sharesthe Shares and represents that none of such previously-granted proxies are irrevocable. The Stockholder Shareholder hereby ratifies and confirms all actions affirms that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified proxy set forth in this Section 2.46 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 such Shareholder and the obligations of such Shareholder shall be binding on such Shareholder’s heirs, personal representatives, successors, transferees and assigns. Each Shareholder 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. By execution of this Agreement, the Stockholder hereby appoints and constitutes Gamesys and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer), to vote each of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely Solely with respect to the matters set forth and, subject as provided, described in Section 2.2 above; provided1.1, however, the foregoing will only be effective if the Stockholder fails 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 (which proxy is and shall be counted as presentirrevocable to the extent provided in Section 212 of the Delaware General Corporation Law (the “DGCL”) and which appointment is coupled with an interest 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 consent the Stockholders Meeting and until the Termination Date. Each Stockholder agrees to execute (or to vote cause any nominee holder 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 or on behalf of the Stockholder to Parent of a copy of such Stockholder’s Covered (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 2.2 above. The Stockholder intends 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, such action shall no longer be a Qualifying Action, and Parent shall have the proxy described in this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder Section 1.3 with respect to its Covered such Stockholder’s Voting Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified in this Section 2.4.

Irrevocable Proxy. By Subject to the final sentence of this Section 6, by execution of this Agreement, the Stockholder does hereby appoints and constitutes Gamesys appoint Parent and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)or New Shares, to vote each of and exercise all voting and related rights, including the Covered 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 (other than Covered and New Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Sharesthe 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 ratifies and confirms all actions affirms that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified proxy set forth in this Section 2.46 is given in connection with and granted in consideration of and as an inducement to the Company, Parent, First Merger Sub and Second Merger Sub to enter into the 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. By Subject to the penultimate sentence of this Section 6, by execution of this Agreement, the each Stockholder does hereby appoints and constitutes Gamesys appoint Terrain and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the such Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the such Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Shares, to vote each of and exercise all voting and related rights, including the Covered 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 Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1 hereof. The Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the such Stockholder with respect to its Covered Sharesthe Shares and represents that none of such previously-granted proxies are irrevocable. The Stockholder hereby ratifies and confirms all actions affirms that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified proxy set forth in this Section 2.46 is given in connection with, and granted in consideration of, and as an inducement to the Company, Terrain and Merger Sub 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 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. By Subject to the penultimate sentence of this Section 6, by execution of this Agreement, the each Stockholder does hereby appoints and constitutes Gamesys appoint Vibrant and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the such Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the such Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Shares, to vote each of and exercise all voting and related rights, including the Covered 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 Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1 hereof. The Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the such Stockholder with respect to its Covered Sharesthe Shares and represents that none of such previously-granted proxies are irrevocable. The Stockholder hereby ratifies and confirms all actions affirms that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified proxy set forth in this Section 2.46 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 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. By execution Each Shareholder hereby revokes any proxies that such Shareholder has heretofore granted with respect to such Shareholder’s Shareholder Shares (other than pursuant to Section 3.2 of this the Voting Agreement, the Stockholder hereby appoints and constitutes Gamesys and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), with full power of substitution hereby irrevocably constitutes and resubstitution, appoints the Company as the Stockholder’s true and lawful attorneysattorney-in-fact and irrevocable proxiesproxy 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 comply in any material respect with his, her or its obligations hereunder in a timely manner, to vote the fullest extent Shareholder Shares of such Shareholder and grant all written consents thereto in each case in accordance with the Stockholder’s rights 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 shall survive and not be affected by the Stockholder's Covered Shares (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 Covered Shares that have been Transferred in following a Permitted Transfer)termination of this Agreement pursuant to Section 7.13. Each Shareholder authorizes such attorney-in-fact and proxy to substitute any other Person to act hereunder, to vote each revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of the Covered Shares (other than Covered Shares Company. Each Shareholder hereby affirms that have been Transferred in a Permitted Transfer) solely with respect to the matters irrevocable proxy set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified in this Section 2.42 is given in connection with the execution by the Company of the Merger Agreement and that such irrevocable proxy is given to secure the obligations of such Shareholder under Section 1. 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 Company in this Agreement.

Irrevocable Proxy. By Except as otherwise provided in this Section 6, by execution of this Agreement, Stockholder does hereby appoint the Stockholder hereby appoints and constitutes Gamesys Company and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Shares, to vote each of and exercise all voting and related rights, including the Covered 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 (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1 hereof. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Sharesthe Shares and represents that none of such previously-granted proxies are irrevocable. The Stockholder hereby ratifies and confirms all actions that affirms that: (i) the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified proxy set forth in this Section 2.46 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 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. By Subject to the final sentence of this Section 6, by execution of this Agreement, the Stockholder does hereby appoints and constitutes Gamesys appoint Leap and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)and any New Shares, to vote each and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder of the Covered Leap) to any stockholder consent, if Stockholder is unable to perform or otherwise does not perform its obligations under this Agreement, with respect to such Shares (other than Covered and/or New Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1 hereof. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Sharesthe 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 hereby ratifies and confirms all actions that 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 appointed hereunder may lawfully do or cause with respect to be done any Shares with respect to the matters set forth in furtherance of any matter specified Section 1 until after the Expiration Date. Notwithstanding anything contained herein to the contrary, this irrevocable proxy and the other terms and provisions set forth in this Section 2.46 shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. By Subject to the final sentence of this Section 6, by execution of this Agreement, the Stockholder does hereby appoints and constitutes Gamesys appoint Parent and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Shares, to vote each of and exercise all voting and related rights, including the Covered 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 (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1 hereof. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Sharesthe Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder hereby ratifies and confirms all actions that 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 appointed hereunder may lawfully do or cause with respect to be done any Shares with respect to the matters set forth in furtherance of any matter specified in Section 1 until after the Expiration Date. Notwithstanding anything contained herein to the contrary, this Section 2.4irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. By execution of this Agreement, the Stockholder does hereby appoints appoint and constitutes Gamesys constitute the Company and any one or more director(s) or executive officer(s) of Gamesysother individuals designated by the Company, and each of them individually, until the Expiration Time Date (at which time this proxy will shall automatically be revoked), with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Parent Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)and New Parent Shares, to vote each of the Covered Parent Shares (other than Covered and New Parent Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above3.1 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 will 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 fails at the close of business on the Record Date, fail to be counted as present, to consent present or to vote the Stockholder’s Covered Shares be voted, as applicable, in accordance with Section 2.2 3 above. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Time Date for all purposes 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 its Covered the Parent Shares or New Parent Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed authorized hereunder may lawfully do or cause to be done in furtherance of any matter specified in accordance with this Agreement. The proxy granted by Stockholder pursuant to this Section 2.4is granted in order to secure Stockholder’s performance under this Agreement and also in consideration of the Company entering into the Merger Agreement.

Irrevocable Proxy. By execution The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the Stockholder has heretofore granted with respect to its Shares. In the event and to the extent that the Stockholder fails to vote the Shares in accordance with Section 3 at any applicable meeting of this Agreementthe stockholders of the Company or pursuant to any applicable written consent of the stockholders of the Company, the Stockholder hereby appoints shall be deemed to have irrevocably granted to, and constitutes Gamesys appointed, the Company, and any one or more director(s) or executive officer(s) of Gamesysindividual designated in writing by it, and each of them individually, until the Expiration Time as his, her or its proxy and attorney-in-fact (at which time this proxy will automatically be revoked), with full power of substitution substitution), for and resubstitutionin its name, as the Stockholder’s true place and lawful attorneys-in-fact and irrevocable proxiesstead, to the fullest extent vote his, her or its Shares in any action by written consent of Company stockholders or at any meeting of the StockholderCompany’s rights stockholders called with respect to any of the Stockholder's Covered Shares (matters specified in, and in accordance and consistent with, Section 3 of this Agreement. The Company agrees not to exercise the proxy granted herein for any purpose other than Covered Shares the purposes described in this Agreement and the Stockholder affirms that have been Transferred the proxy set forth in a Permitted Transfer)this Section 5 is given in connection with, and granted in consideration of, and as an inducement to vote each the Company, Parent and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject Stockholder under Section 3. Except as provided, in Section 2.2 above; provided, howeverotherwise provided for herein, the foregoing will only be effective if Stockholder hereby affirms that the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this irrevocable proxy to be irrevocable and is coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any may under no circumstances be revoked and that such irrevocable proxy previously granted by the Stockholder with respect is executed and intended to its Covered Sharesbe irrevocable. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of such Stockholder hereby ratifies and confirms all actions that the proxies appointed obligations of such Stockholder shall be binding on such Stockholder’s heirs, personal representatives, successors, transferees and assigns. Notwithstanding any other provisions of this Agreement, the irrevocable proxy granted hereunder may lawfully do or cause to be done in furtherance shall automatically terminate upon the termination of any matter specified in this Section 2.4Agreement.

Irrevocable Proxy. By Subject to the final sentence of this Section 8, by execution of this Agreement, Stockholder does hereby appoint the Stockholder hereby appoints and constitutes Gamesys Company and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Shares, to vote each of and exercise all voting and related rights, including the Covered 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 (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1 hereof. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Sharesthe Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder hereby ratifies and confirms all actions that 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 appointed hereunder may lawfully do or cause with respect to be done any Shares with respect to the matters set forth in furtherance of any matter specified in Section 1 until after the Expiration Date. Notwithstanding anything contained herein to the contrary, this Section 2.4irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. By execution of this Agreement, the Stockholder does hereby appoints and constitutes Gamesys appoint Parent and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Shares, to vote each of and exercise all voting and related rights, including the Covered 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 or her obligations under this Agreement, with respect to such Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above‎1 hereof. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Sharesthe Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder hereby ratifies and confirms all actions that 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 appointed hereunder may lawfully do or cause with respect to be done any Shares with respect to the matters set forth in furtherance of any matter specified in Section 1 until after the Expiration Date. Notwithstanding anything contained herein to the contrary, this Section 2.4irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. By Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint the Stockholder hereby appoints and constitutes Gamesys Company and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Shares, to vote each of and exercise all voting and related rights, including the Covered 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 (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1 hereof. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Sharesthe 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 ratifies and confirms all actions that agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares with respect to the proxies appointed hereunder may lawfully do or cause matters set forth in Section 1 until after the Expiration Date. Notwithstanding anything contained herein to be done in furtherance of any matter specified in the contrary, this Section 2.4irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. By execution of this Agreement, the Stockholder hereby irrevocably appoints and constitutes Gamesys and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until Geac as Stockholder's proxyholder through the Expiration Time (at which time this proxy will automatically be revoked)Date, 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 the Stockholder’s true and lawful attorneys-in-fact and irrevocable proxiesa stockholder of Extensity, to vote the fullest extent Shares in the following manner: (a) for the adoption and approval of the Stockholder’s rights 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 securities of Extensity or any Extensity Sub or any other change of control involving Extensity or any Extensity Sub. By signing this Agreement, Stockholder revokes any and all prior proxies given by Stockholder with respect to any Shares and shall promptly inform the Stockholder's Covered Shares (holders of any such proxies in writing of that revocation, sending a copy to Geac. Stockholder shall not grant any other than Covered Shares that have been Transferred in a Permitted Transfer), to vote each of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely proxies with respect to any Shares before the matters set forth andExpiration Date. This proxy is irrevocable, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and is coupled with an interest hereafter until and is granted in consideration of Geac and Geac Sub entering into the Expiration Time 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 all purposes and hereby revokes any proxy previously granted by the claims, losses, demands, causes of action, costs, expenses or attorneys' fees) to Stockholder in connection with respect to its Covered or as a result of any voting (or refraining from voting) any Shares. The In addition, Stockholder hereby ratifies acknowledges and confirms all actions agrees that, pursuant to this irrevocable proxy, Geac may vote the Shares to further its own interests and that Geac is not acting as a fiduciary for Stockholder. This irrevocable proxy shall survive, and shall not be terminated by, any act of Stockholder, operation of law or any other event such as the proxies appointed hereunder may lawfully do death, incapacity, disability or cause to be done in furtherance bankruptcy of Stockholder or the termination of any matter specified in this Section 2.4trust or estate for which Stockholder is acting as a fiduciary. This irrevocable proxy shall be binding upon the spouse (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 Routine Matters (as defined below). By execution of entering into this Agreement, the Stockholder such Shareholder hereby appoints grants a proxy appointing Parent as such Shareholder’s attorney-in-fact and constitutes Gamesys and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked)proxy, with full power of substitution substitution, for and resubstitution, as the Stockholderin such Shareholder’s true and lawful attorneys-in-fact and irrevocable proxies, to the fullest extent of the Stockholder’s rights name with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Subject Shares, to vote each effective as of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable date hereof and coupled with an interest hereafter continuing until the Expiration Time for all purposes and hereby revokes any Date, to vote, express consent or dissent, or otherwise 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 previously granted by such Shareholder under this Section 1.02 to the Stockholder with respect extent Parent intends to its Covered Sharesexercise such proxy within five (5) Business Days of the mailing of the Joint Proxy Statement. The Stockholder 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 proxies proxy appointed hereunder may lawfully do or cause to be done in furtherance accordance with this Section 1.02. Each Shareholder intends this proxy to be irrevocable and unconditional during the term of this Agreement and coupled with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effect the intent of this proxy. Each Shareholder hereby agrees not to grant any proxy or enter into any voting trust or other agreement or arrangement with respect to the voting of any matter specified Subject Shares 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 at the Company’s annual meeting or any special meeting, in either case, solely to the extent 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”). 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 granted pursuant to this Section 2.41.02 shall be null and void ab initio.

Irrevocable Proxy. By execution a. Without limiting any other rights or remedies of this Agreementthe Company, the each Subject Stockholder hereby irrevocably appoints the Company or any individual designated by the Company as the Subject Stockholder’s agent, attorney-in-fact and constitutes Gamesys and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time proxy (at which time this proxy will automatically be revoked), with full power of substitution and resubstitutionresubstituting), as for and in the name, place and stead of the Subject Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, to the fullest extent attend on behalf of the Stockholder’s rights Subject Stockholder any meeting of the holders of Acquiror Stock or other Covered Shares with respect to the Stockholder's 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 than Covered Shares that have been Transferred in a Permitted Transfer)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. 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 Company entering into the Merger Agreement and agreeing to consummate the Transactions. The proxy granted by each Subject Stockholder 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 than Person with the power to vote the Covered Shares that have been Transferred in a Permitted TransferShares) solely 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 and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified in this Section 2.4Agreement.

Irrevocable Proxy. By execution 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 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 Agreementproxy and to execute any and all written consents, waivers and ratifications of the equity holders of such entities executed on or after the date of the giving of this proxy 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, waivers or ratification. For the avoidance of doubt, the Stockholder hereby appoints and constitutes Gamesys and any one or more director(srevocation of existing proxies (if any) or executive officer(s) of Gamesysshall not be effective until, and each the appointment of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), with full power of substitution Bank as proxyholder and resubstitution, as the Stockholder’s true and lawful attorneysattorney-in-fact shall not be effective until, the occurrence and irrevocable proxiesduring the continuance of an Event of Default. After the occurrence and during the continuation of an Event of Default, the Loan Parties hereby authorize Bank to substitute another Person (which Person shall be a successor to the fullest extent rights of Bank hereunder or a nominee appointed by Bank to serve as proxyholder) as the proxyholder and, upon the occurrence or during the continuance of any Event of Default, hereby authorize and direct the proxyholder to file this proxy and the substitution instrument with the secretary of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer), to vote each of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 aboveappropriate entity. The Stockholder intends this This proxy to be irrevocable and is coupled with an interest hereafter and is irrevocable until the Expiration Time Obligations have been paid in full in cash (other than contingent indemnification obligations for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified in this Section 2.4which no claim has been made).

Irrevocable Proxy. By execution (a) In furtherance of the Stockholders’ agreements in Section 1.1 of this Agreement, to the extent, and only to the extent, such Stockholder is unable to, or fails to, vote such Stockholder’s shares as set forth in Section 1.1, each Stockholder hereby appoints Parent and constitutes Gamesys and any one or more director(s) or executive officer(s) of GamesysParent’s designees, and each of them individually, until the Expiration Time as such Stockholder’s proxy and attorney-in-fact (at which time this proxy will automatically be revoked), with full power of substitution substitution), for and resubstitutionin the name, as the place and stead of such Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer), to vote each all Shares owned by such Stockholder at any meeting of the Covered Shares Company’s shareholders (other than Covered Shares that have been Transferred or any adjournment or postponement thereof), however called, or in a Permitted Transfer) solely connection with respect to any written consent of the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the StockholderCompany’s Covered Shares shareholders in accordance with Section 2.2 above1.1 of this Agreement. (b) The proxy granted by each Stockholder pursuant to this Section 1.2 shall (i) be valid and 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. The Each Stockholder intends represents that any and all other proxies and powers of attorney heretofore given in respect of any Shares owned by such Stockholder are revocable, and that such other proxies have been revoked. Each Stockholder affirms that the foregoing proxy is: (i) given (A) in connection with the execution of the Merger Agreement and (B) to secure the performance of such Stockholder’s duties under this proxy to be irrevocable and Agreement, (ii) coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Shares. The Stockholder hereby ratifies may not be revoked except as otherwise provided in this Agreement, and confirms all actions that the proxies appointed hereunder may lawfully do or cause (iii) intended to be done irrevocable prior to a valid termination of the Merger Agreement in furtherance accordance with Article VIII of any matter specified the Merger Agreement. All authority herein conferred shall survive the death or incapacity of such Stockholder and shall be binding upon the heirs, estate, administrators, personal representatives, successors and assigns of such Stockholder. 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 not described in this Section 2.41.1(a).

Irrevocable Proxy. By Subject to the penultimate sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint the Stockholder hereby appoints and constitutes Gamesys Company and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Shares, to vote each of and exercise all voting and related rights, including the Covered 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 (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1 hereof. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and hereby Date, and1hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Sharesthe Shares and represents that none of such previously granted proxies are irrevocable. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder hereby ratifies and confirms all actions that 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 appointed hereunder may lawfully do or cause with respect to be done any Shares with respect to the matters set forth in furtherance of any matter specified in Section 1 until after the Expiration Date. Notwithstanding anything contained herein to the contrary, this Section 2.4irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. By execution of this Agreement(a) As security for the Principal Stockholder’s obligations under Section 2.1, the Principal Stockholder hereby irrevocably constitutes and appoints the Company as his attorney and constitutes Gamesys and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until proxy in accordance with the Expiration Time (at which time this proxy will automatically be revoked)Delaware General Corporation Law, with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneysre-in-fact and irrevocable proxiessubstitution, 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 the Stockholder’s rights otherwise provided in Section 2.1(a)(y) with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfernon-affiliated shares which are not counted as present), to vote each his Subject Shares representing Excess Voting Power at any Company Stockholders’ Meeting, and to execute consents in respect of his Subject Shares representing Excess Voting Power as and to the Covered Shares (extent provided in Section 2.1. The Principal Stockholder hereby revokes all other than Covered Shares that have been Transferred in a Permitted Transfer) solely proxies and powers of attorney with respect to his Subject Shares representing Excess Voting Power that he may have heretofore appointed or granted, and represents that any proxies heretofore given in respect of his Subject Shares representing Excess Voting Power, if any, are revocable. (b) The Principal Stockholder hereby affirms that the matters irrevocable proxy set forth in this Section 2.2 is given in connection with the commencement by the Company of the Repurchase Program, and that such irrevocable proxy is given to induce the Company to so commence the Repurchase Program and to secure the 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, subject except as provided, set forth in this Section 2.2 or in Section 2.2 above; provided6.1, however, the foregoing will only be effective if the Stockholder fails is intended to be counted as presentirrevocable in accordance with the provisions of Section 218 of the Delaware General Corporation Law. If for any reason the proxy granted herein is not irrevocable, to consent or to then the Principal Stockholder shall vote the Stockholder’s Covered his Subject Shares representing Excess Voting Power in accordance with Section 2.2 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 that date, this irrevocable proxy shall not be terminated by any act of the Principal Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted or by operation of law, whether by the death or incapacity of the Principal Stockholder with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions that or by the proxies appointed hereunder may lawfully do or cause to be done in furtherance occurrence of any matter specified in this Section 2.4other 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. By execution In order to secure the obligation of each holder of Shares to vote 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 Stockholder hereby appoints Excluded Stockholders) shall appoint TPG as his, her or its true and constitutes Gamesys lawful proxy and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked)attorney-in-fact, with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)substitution, to vote each all of his, her or its Shares and other voting securities of the Covered Shares Company (other than Covered Shares that have been Transferred whether now owned or hereafter acquired) for all matters in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 aboveconnection therewith; provided, however, that the foregoing will only be effective if 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 Stockholder fails irrevocable proxy granted to be counted as presentit hereunder at any time that the vote, to 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 vote the Stockholder’s Covered Shares in accordance with this Section 2.2 above. The Stockholder intends this proxy to be irrevocable and 3I are coupled with an interest hereafter until and are given to secure the Expiration Time for all purposes 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 revokes any appoint TPG, as his, her or its true and lawful proxy previously granted by the Stockholder and attorney-in-fact, with full power of substitution, to vote solely with respect to its Covered Shares5,400,634 shares of common stock of the Company on an as converted basis owned by the Amin Stockholders immediately prior to the effectiveness of the 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 Stockholder hereby ratifies ▇▇▇▇’▇ outstanding equity awards as of such time) for all matters in connection with Section 3A, Section 3B and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified in this Section 2.4.3D.

Irrevocable Proxy. By execution of this Agreement, Stockholder does hereby appoint the Stockholder hereby appoints and constitutes Gamesys Company and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Shares, to vote each of and exercise all voting and related rights, including the Covered 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 or her obligations under this Agreement, with respect to such Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1 hereof. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Sharesthe Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder hereby ratifies and confirms all actions that 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 appointed hereunder may lawfully do or cause with respect to be done any Shares with respect to the matters set forth in furtherance of any matter specified in Section 1 until after the Expiration Date. Notwithstanding anything contained herein to the contrary, this Section 2.4irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. By execution of The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the Stockholder has heretofore granted with respect to the Subject Shares. To secure the Stockholder’s obligation to vote the Subject Shares in accordance with this Agreement, the Stockholder hereby irrevocably appoints and constitutes Gamesys and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), with full power of substitution and resubstitution, Company as the Stockholder’s true and lawful attorneysattorney-in-fact and irrevocable proxies, to the fullest extent proxy for and on behalf of the Stockholder’s rights with respect , for and in the name, place and stead of the Stockholder, to: (a) attend any and all meetings of the Voting Stockholders, (b) vote, express consent or dissent or issue instructions to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer), to vote each of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or record holder to vote the Stockholder’s Covered Subject Shares in accordance with the provisions of Section 2.2 above1.1 at any and all meetings of the Voting Stockholders or in connection with any action sought to be taken by written consent of the Voting Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of the Voting Stockholders or in connection with any action sought to be taken by written consent without a meeting. Company agrees not to exercise the proxy granted in this Agreement for any purpose other than the purposes described in this Agreement. The foregoing proxy will be deemed to be a proxy coupled with an interest, is irrevocable (and as such will survive and not be affected by the death, incapacity, mental illness or insanity of the Stockholder, as applicable) until the termination of the Merger Agreement and will not be terminated by operation of law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 5.2. The Stockholder intends authorizes such attorney and proxy to substitute any other Person to act under this Agreement, to revoke any substitution and to file this proxy to be irrevocable and coupled any substitution or revocation with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered SharesSecretary of Company. The Stockholder hereby ratifies and confirms all actions affirms that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified proxy set forth in this Section 2.41.5 is given in connection with and granted in consideration of and as an inducement to Parent and Company to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 5.2. With respect to any Subject Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder, the Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.5 with respect to such Subject Shares. Notwithstanding the foregoing provisions of this Section 1.5, in the event of a Change of Recommendation, all references in this Section 1.5 to the Stockholder’s “Subject Shares” shall be deemed to be references to the Stockholder’s “Committed Restricted Shares.”

Irrevocable Proxy. By execution Effective immediately upon any failure by the Stockholder to comply with any of this Agreementits obligations in Section 1, the Stockholder hereby appoints and constitutes Gamesys and any one or more director(s) or executive officer(s) of Gamesysirrevocably grants to, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked)does hereby appoint Parent, with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the Stockholderundersigned’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Shares, to vote each of the Covered such Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1(b) hereof. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder from and after its effectiveness as provided above until the Expiration Time for all purposes Date. This irrevocable proxy shall survive death, disability, incompetency, or bankruptcy of the Stockholder. The Stockholder affirms that the irrevocable proxy is given in connection with, and hereby revokes any in consideration of, the execution of the Merger Agreement and that such irrevocable proxy previously granted is given to Parent by the Stockholder to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder agrees not to grant any subsequent proxies to or enter into any agreement with any person to vote or give voting instructions with respect to its Covered Sharesthe Shares in any manner inconsistent with the terms of this irrevocable proxy until after the Expiration Date. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. The Stockholder hereby ratifies revokes any proxies or powers of attorney previously granted with respect to the Shares and confirms all actions represents that the none of such previously granted proxies appointed hereunder may lawfully do or cause to be done in furtherance powers of any matter specified in this Section 2.4attorney is irrevocable.

Irrevocable Proxy. By Subject to the penultimate sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint the Stockholder hereby appoints and constitutes Gamesys Proxy and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), his designees with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesand unconditional proxy, to the fullest extent of the Stockholder’s rights (including, for the avoidance of doubt, voting rights) with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Shares, to vote each of and exercise all voting and related rights, including the Covered 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 (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided1 hereof, however, and the foregoing will only be effective if Proxy hereby accepts the Stockholder fails to be counted as present, to consent or obligations to vote and exercise all voting and related rights with respect to the Stockholder’s Covered Shares in accordance with Section 2.2 above1 hereof. The Stockholder intends this proxy to be irrevocable and unconditional, and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Sharesthe Shares and represents that none of such previously-granted proxies are irrevocable. The Stockholder hereby ratifies and confirms all actions affirms that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified proxy set forth in this Section 2.46 is given in connection with, and granted in consideration of, and as an inducement to the Company, Parent and Merger Subs 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 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 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. By execution Each Stockholder hereby irrevocably appoints Red Cann▇▇, ▇▇til termination of this the Merger Agreement, as his or its attorney and proxy pursuant to the Stockholder hereby appoints and constitutes Gamesys and any one or more director(s) or executive officer(sprovisions of Section 212(c) of Gamesys, and each the General Corporation Law of them individually, until the Expiration Time (at which time this proxy will automatically be revoked)State of Delaware, with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact and irrevocable proxiessubstitution, to the fullest extent of the Stockholder’s rights vote and otherwise act (by written consent or otherwise) with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)and the Other Securities, which such Stockholder is entitled to vote each at any meeting of stockholders of GSI (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, on the Covered 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 other proxies and powers of attorney with respect to the Shares 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 (other than Covered Shares that have been Transferred in a Permitted Transferand if given or executed, shall not be effective) solely by the Stockholders with respect to the matters set forth and, subject as provided, specified in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails 1.01 hereof. All authority herein conferred or agreed to be counted as present, to consent conferred shall survive the death or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance incapacity of any matter specified in Stockholder which is a natural person and any obligation of any Stockholder under this Section 2.4Agreement shall be binding upon the heirs, personal representatives and successors of such Stockholder.

Irrevocable Proxy. By Subject to the penultimate sentence of this Section 6, by execution of this Agreement, the each Stockholder does hereby appoints and constitutes Gamesys appoint RWI and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the such Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the such Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Shares, to vote each of and exercise all voting and related rights, including the Covered right to sign such Stockholder’s name (solely in its capacity as a stockholder) to any Stockholder consent, if such Stockholder fails to vote his, her or its Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided1 hereof 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), however, the foregoing will only be effective if provided the Stockholder fails to be counted as present, to has received information regarding the meeting or request for written consent at least five (5) Business Days before such shareholder meeting or to any consent solicitation or other vote taken of the StockholderCompany’s Covered Shares in accordance with Section 2.2 abovestockholders. The Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the such Stockholder with respect to its Covered Sharesthe Shares and represents that none of such previously-granted proxies are irrevocable. The Stockholder hereby ratifies and confirms all actions affirms that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified proxy set forth in this Section 2.46 is given in connection with, and granted in consideration of, and as an inducement to the RWI and Celularity to enter into the 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. By 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 termination of this Agreement. Upon the execution of this AgreementAgreement by such Stockholder, the such Stockholder hereby appoints revokes any and constitutes Gamesys and any one all prior proxies or more director(s) or executive officer(s) powers of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), attorney given by such Stockholder with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, respect to the fullest extent voting of the Stockholder’s rights Shares on the matters referred to in Section 1 and agrees not to grant any subsequent proxies or powers of attorney with respect to the voting of the Shares on the matters referred to in Section 1 until after the Expiration Date. Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's Covered Shares (other than Covered Shares execution and delivery of this Agreement and the Proxy. Each Stockholder hereby affirms that have been Transferred the Proxy is given in a Permitted Transfer), to vote each connection with the execution of the Covered Shares Merger Agreement, and that such Proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Except as otherwise provided for herein, each Stockholder hereby (other than Covered Shares i) affirms that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and Proxy is coupled with an interest hereafter until and may under no circumstances be revoked prior to the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Shares. The Stockholder hereby Date, (ii) ratifies and confirms all actions that the proxies Proxies appointed hereunder may lawfully do or cause to be done in furtherance 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 212 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 any matter specified in other provisions of this Section 2.4Agreement, the Proxy granted hereunder shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. By execution of this Agreement, the (i) Stockholder hereby appoints (A) irrevocably grants to, and constitutes Gamesys appoints, Parent, and any one or more director(s) or executive officer(s) of GamesysPerson designated in writing by Parent, and each of them individually, until the Expiration Time Stockholder’s proxy and attorney-in-fact (at which time this proxy will automatically be revoked), with full power of substitution substitution), for and resubstitutionin the name, as place and stead of Stockholder, to vote all of the Stockholder’s true 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 lawful (B) revokes any and all proxies heretofore given in respect of the Covered Shares. (ii) The attorneys-in-fact and irrevocable proxies, proxies named above are hereby authorized and empowered by Stockholder at any time after the date hereof and prior to the fullest extent termination of the this Agreement to act as Stockholder’s attorney-in-fact and proxy to vote the Covered Shares, and to exercise all voting, consent and similar rights of Stockholder with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transferincluding the power to execute and deliver written consents), at every Company Stockholders Meeting and in every written consent in lieu of such a meeting in accordance with the terms of Section 2(a) hereof. (iii) Stockholder hereby represents to vote each Parent that any proxies heretofore given in respect of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be are not irrevocable and that any such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy granted herein is given in connection with the execution of the Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder hereby further affirms that the irrevocable proxy granted herein is coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Sharesmay under no circumstances be revoked. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Without limiting the generality of the foregoing, such irrevocable proxy is executed and intended to be irrevocable in furtherance accordance with the provisions of Section 212 of the DGCL. If for any matter specified reason the proxy granted herein is not irrevocable, Stockholder agrees to vote the Covered Shares in this accordance with Section 2.42(a) hereof.

Irrevocable Proxy. By Subject to the penultimate sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint the Stockholder hereby appoints and constitutes Gamesys Company and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Shares, to vote each of and exercise all voting and related rights, including the Covered Shares right to sign Stockholder’s name (other than Covered Shares that have been Transferred solely in its capacity as a Permitted Transferstockholder) 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 and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1 hereof. The Stockholder intends for this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Sharesthe 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 ratifies and confirms all actions that agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares with respect to the proxies appointed hereunder may lawfully do or cause matters set forth in Section 1 until after the Expiration Date. Notwithstanding anything contained herein to be done in furtherance of any matter specified in the contrary, this Section 2.4irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. By execution of this Agreement, Stockholder does hereby appoint the Stockholder hereby appoints and constitutes Gamesys Company and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Shares, to vote each of and exercise all voting and related rights, including the Covered 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 or her obligations under this Agreement, with respect to such Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above‎1 hereof. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Sharesthe Shares and represents that none of such previously-granted proxies are irrevocable. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder hereby ratifies and confirms all actions that 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 appointed hereunder may lawfully do or cause with respect to be done any Shares with respect to the matters set forth in furtherance of any matter specified in Section 1 until after the Expiration Date. Notwithstanding anything contained herein to the contrary, this Section 2.4irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. By execution Each Stockholder hereby irrevocably appoints GSI, until termination of this the Merger Agreement, as his or its attorney and proxy pursuant to the Stockholder hereby appoints and constitutes Gamesys and any one or more director(s) or executive officer(sprovisions of Section 212(c) of Gamesys, and each the General Corporation Law of them individually, until the Expiration Time (at which time this proxy will automatically be revoked)State of Delaware, with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact and irrevocable proxiessubstitution, to the fullest extent of the Stockholder’s rights vote and otherwise act (by written consent or otherwise) with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)and the Other Securities, which such Stockholder is entitled to vote each at any meeting of stockholders of Red ▇▇▇▇▇▇ (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, on the Covered 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 other proxies and powers of attorney with respect to the Shares 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 (other than Covered Shares that have been Transferred in a Permitted Transferand if given or executed, shall not be effective) solely by the Stockholders with respect to the matters set forth and, subject as provided, specified in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails 1.01 hereof. All authority herein conferred or agreed to be counted as present, to consent conferred shall survive the death or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance incapacity of any matter specified in Stockholder which is a natural person and any obligation of any Stockholder under this Section 2.4Agreement shall be binding upon the heirs, personal representatives and successors of such Stockholder.

Irrevocable Proxy. By execution of this Agreement, ▇▇▇▇▇▇▇▇▇▇▇ does hereby appoint the Stockholder hereby appoints and constitutes Gamesys Buyer and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneysattorney-in-fact and irrevocable proxiesproxy, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Shares, to vote each of the or cause to be voted, if Stockholder fails to vote his, her or its Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) Shares, solely with respect to the matters and in the manner set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1 hereof. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes (or agrees to cause to be revoked) any proxy previously granted by the Stockholder with respect to its the Covered SharesShares and represents that none of such previously-granted proxies are irrevocable. The Stockholder hereby ratifies and confirms all actions affirms that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified proxy set forth in this Section 2.46 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 inconsistent with its obligations under Section 1 of this Agreement until after the Expiration Date. Notwithstanding anything contained herein to the contrary, this irrevocable proxy and power of attorney shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. By Subject to the final sentence of this Section 6, by execution of this Agreement, the Stockholder does hereby appoints and constitutes Gamesys appoint Parent and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitutionre-substitution, as the Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)or New Shares, to vote each of and exercise all voting and related rights, including the Covered 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 (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1 hereof. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Sharesthe Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. 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 ratifies and confirms all actions affirms that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified proxy set forth in this Section 2.46 is given in connection with and granted in consideration of and as an inducement to the Company, Parent, First Merger Sub and Second Merger Sub to enter into the 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. By 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 termination of this Agreement. Upon the execution of this AgreementAgreement by such Shareholder, the Stockholder such Shareholder hereby appoints revokes any and constitutes Gamesys and any one all prior proxies or more director(s) or executive officer(s) powers of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), attorney given by such Shareholder with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, respect to the fullest extent voting of the Stockholder’s rights Shares on the matters referred to in Section 1 and agrees not to grant any subsequent proxies or powers of attorney with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer), to vote each voting of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to on the matters set forth and, subject as provided, referred to in Section 2.2 above; provided1 until after the Expiration Date. 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 is given in consideration of Parent entering into the Merger Agreement and incurring related fees and expenses, howeverand that such Proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Except as otherwise provided for herein, each Shareholder hereby (i) affirms that the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and Proxy is coupled with an interest hereafter until and may under no circumstances be revoked prior to the Expiration Time for all purposes Date, and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Shares. The Stockholder hereby (ii) ratifies and confirms all actions that the proxies Proxies appointed hereunder may lawfully do or cause to be done in furtherance 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 any matter specified in other provisions of this Section 2.4Agreement, the Proxy granted hereunder shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. By execution 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 Agreementparagraph, beneficially owned Shares shall not include those shares for which the Stockholder hereby appoints and constitutes Gamesys and any one Participant is the record owner but not the beneficial owner (the “Managed Account Shares”). The Distributor shall mirror vote (or more director(sabstain from voting) the Participant’s beneficially owned Shares in the same proportion as the votes (or executive officer(sabstentions) of Gamesysall other shareholders of the Fund on any matter, question or resolution submitted to the vote of shareholders of the Fund. The Distributor, as attorney and each of them individually, until the Expiration Time (at which time proxy for Participant under this proxy will automatically be revokedSection 1(f), with (i) is hereby given full power of substitution and resubstitutionrevocation; (ii) may act through such agents, nominees, or substitute attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys in any lawful 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 passage of 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 the Stockholder’s true applicable, and lawful attorneys-in-fact and this irrevocable proxies, proxy shall automatically terminate. The Distributor may terminate this irrevocable proxy within sixty (60) days written notice to the fullest extent Participant and termination of the Stockholder’s rights with respect this irrevocable proxy by itself shall not serve to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer), to vote each terminate this Agreement. The powers of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters attorney and proxy as set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified in this Section 2.41(f) shall include (without limiting the general powers hereunder) the power to receive and waive any notice of any meeting on behalf of the undersigned. This irrevocable proxy terminates upon termination of the Agreement.

Irrevocable Proxy. By execution (i) From and after the date of this AgreementAgreement until the Expiration Date, the each Principal Stockholder hereby appoints irrevocably grants to, and constitutes Gamesys appoints, BCHI, and any one or more director(s) or executive officer(s) of GamesysPerson designated in writing by BCHI, and each of them individually, until the Expiration Time such Principal Stockholder’s proxy and attorney-in-fact (at which time this proxy will automatically be revoked), with full power of substitution substitution), for and resubstitutionin the name, as the place and stead of such Principal Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer), to vote each all of the Covered Shares (other than 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 that have been Transferred in a Permitted Transfer) solely with respect owned by such Principal Stockholder and entitled to vote as of the matters set forth and, subject as providedapplicable date, in Section 2.2 aboveaccordance with the Required Votes; provided, howeverfurther, the foregoing will that any grant of such proxy shall only be effective if the Stockholder fails to be counted as present, to consent entitle BCHI or its designee to vote on the Stockholder’s 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 in accordance with Section 2.2 above. The owned by such Principal Stockholder intends this proxy to be are not irrevocable and that any such proxies are hereby revoked. Each Principal Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1(b) is given in connection with the execution of the Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of such Principal Stockholder under this Agreement. Each Principal Stockholder hereby further affirms that the irrevocable proxy granted herein is coupled with an interest hereafter and, except as set forth in this Section 1(b), is intended to be irrevocable until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered SharesDate, at which time it will terminate automatically. The Each Principal Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder such irrevocable proxy may lawfully do take or cause to be done 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 furtherance of any matter specified in this accordance with Section 2.41(a).

Irrevocable Proxy. By Subject to the penultimate sentence of this Section 6, by execution of this Agreement, each Stockholder does hereby appoint the Stockholder hereby appoints and constitutes Gamesys Company and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the such Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy to vote and exercise all voting and related rights, including the right to the fullest extent of the sign such Stockholder’s rights 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 the Stockholder's Covered Shares (other than Covered and New Shares that have been Transferred in a Permitted Transfer), to vote each of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1 hereof. The Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the such Stockholder with respect to its Covered Sharesthe Shares and New Shares and represents that none of such previously-granted proxies are irrevocable. The Stockholder hereby ratifies and confirms all actions affirms that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified proxy set forth in this Section 2.46 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 and New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. With respect to any Shares and New 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 and New Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. By execution of this Agreement, The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the Stockholder has heretofore granted with respect to the Subject Shares. The Stockholder hereby irrevocably appoints and constitutes Gamesys the Company, and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), with full power of substitution and resubstitutionindividual designated in writing by it, as the Stockholder’s true and lawful attorneysattorney-in-fact and irrevocable proxies, to the fullest extent proxy for and on behalf of the Stockholder’s rights with respect , 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 dissent or issue instructions to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer), to vote each of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or record holder to vote the Stockholder’s Covered Subject Shares in accordance with the provisions of Section 2.2 above1.1 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 to the extent that the Stockholder is the holder of record on any applicable record date, and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of the Nivalis Stockholders or in connection with any action sought to be 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, 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 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. The Stockholder intends 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 hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered SharesSecretary of Nivalis. The Stockholder hereby ratifies and confirms all actions affirms that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified proxy set forth in this Section 2.41.4 is given in connection with and granted in consideration of and as an inducement to the Company to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2.

Irrevocable Proxy. By execution of this AgreementThe Shareholder hereby irrevocably grants to, the Stockholder hereby appoints and constitutes Gamesys appoints, Parent and any one or more director(s) or executive officer(s) designee of GamesysParent, and each of them individually, until as the Expiration Time Shareholder’s proxy and attorney-in-fact (at which time this proxy will automatically be revoked), with full power of substitution and resubstitution), as for and in the Stockholder’s true name, place and lawful attorneys-in-fact and irrevocable proxies, to the fullest extent stead of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Shareholder, to vote each the Shares of the Covered Shareholder, or grant a consent or approval in respect of the Shares (other than Covered Shares that have been Transferred of the Shareholder in a Permitted Transfer) solely manner consistent with respect to Section 1.2. The Shareholder understands and acknowledges that Parent is entering into the matters Merger Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement. The Shareholder hereby affirms that the irrevocable proxy set forth andin this Section 1.3 is given in connection with the execution of the Merger Agreement, subject as provided, in Section 2.2 above; provided, however, and that such irrevocable proxy is given to secure the foregoing will only be effective if performance of the Stockholder fails to be counted as present, to consent or to vote duties of the Stockholder’s Covered Shares in accordance with Section 2.2 aboveShareholder under this Agreement. The Stockholder intends Shareholder agrees that this proxy to shall be irrevocable during the term of this Agreement and is coupled with an interest hereafter until sufficient at law to support an irrevocable proxy and given to Parent as an inducement to enter into the Expiration Time for all purposes Merger Agreement and, to the extent permitted under applicable law, shall be valid and hereby revokes binding on any proxy previously granted by the Stockholder with respect person to whom Shareholder may transfer any of his, her or its Covered SharesShares in breach of this Agreement. The Stockholder Shareholder hereby ratifies and confirms all actions that the proxies appointed hereunder such irrevocable proxy may lawfully do or cause to be done in furtherance by virtue hereof. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the Shareholder and any matter specified in obligation of the Shareholder under this Agreement shall be binding upon the heirs, personal representatives, successors and assigns of the Shareholder. Notwithstanding anything to the contrary herein, the irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement pursuant to Section 2.44 hereof.

Irrevocable Proxy. By execution In order to ensure that the voting agreement set forth in Section 1.1 and the other obligations of this Agreementeach Stockholder hereunder will be carried out, the 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 and constitutes Gamesys and any one or more director(s) or executive officer(s) of Gamesys, Epitope and each of them individually, until its officers as such Stockholder's sole and exclusive attorney and proxy pursuant to the Expiration Time (at which time this proxy will automatically be revoked)provisions of Section 212(c) of the General Corporation Law of the State of Delaware, with full power of substitution substitution, (a) to vote and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, to the fullest extent of the Stockholder’s rights otherwise act (by written consent or otherwise) with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer), and the Other Securities which such Stockholder is entitled to vote each at the STC Stockholders Meeting and any other meeting of STC Stockholders, or pursuant to any written consent in lieu of a meeting of STC Stockholders, and at any adjournment or postponement thereof on the Covered Shares (matters and in the manner specified in Section 1.1. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Such Stockholder hereby revokes all other than Covered Shares that have been Transferred in a Permitted Transfer) solely proxies and powers of attorney with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, Shares and the foregoing will only be effective if the Other Securities that such Stockholder fails may have heretofore appointed or granted that would prevent such Stockholder from performing its obligations hereunder. All authority herein conferred or agreed to be counted as present, to consent conferred shall survive the death or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance incapacity of any matter specified in Stockholder and any obligation of such Stockholder under this Section 2.4Agreement shall be binding upon the transferees, heirs, personal representatives, successors and assigns of such 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 Routine Matters (as defined below). By execution of entering into this Agreement, the Stockholder such Shareholder hereby appoints grants a proxy appointing Parent as such Shareholder’s attorney-in-fact and constitutes Gamesys and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked)proxy, with full power of substitution substitution, for and resubstitution, as the Stockholderin such Shareholder’s true and lawful attorneys-in-fact and irrevocable proxies, to the fullest extent of the Stockholder’s rights name with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Subject Shares, to vote each effective as of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable date hereof and coupled with an interest hereafter continuing until the Expiration Time for all purposes and hereby revokes any Date, to vote, express consent or dissent, or otherwise 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 previously granted by such Shareholder under this Section ‎1.02 to the Stockholder with respect extent Parent intends to its Covered Sharesexercise such proxy within five (5) Business Days of the mailing of the Joint Proxy Statement. The Stockholder 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 proxies proxy appointed hereunder may lawfully do or cause to be done in furtherance accordance with this Section ‎1.02. Each Shareholder intends this proxy to be irrevocable and unconditional during the term of this Agreement and coupled with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effect the intent of this proxy. Each Shareholder hereby agrees not to grant any proxy or enter into any voting trust or other agreement or arrangement with respect to the voting of any matter specified Subject Shares 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 at the Company’s annual meeting or any special meeting, in either case, solely to the extent 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”). 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 granted pursuant to this Section 2.4‎1.02 shall be null and void ab initio.

Irrevocable Proxy. By execution of Solely with respect to the matters described in Section 1.2, for so long as this AgreementAgreement has not been validly terminated in accordance with its terms, the each Stockholder hereby irrevocably appoints Parent as its attorney and constitutes Gamesys and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), with full power of substitution and resubstitution, as to the full extent of such Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, to the fullest extent of the Stockholder’s voting rights with respect to the all such Stockholder's Covered ’s Subject Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)which proxy is irrevocable and which appointment is coupled with an interest, to vote each including for purposes of Section 212 of the Covered Delaware General Corporation Law) to vote, and to execute written consents with respect to, all such Stockholders’ Subject Shares (other than Covered Shares that have been Transferred solely on the matters described in Section 1.2, and in accordance therewith. The power of attorney granted by each Stockholder herein is a Permitted Transfer) solely durable power of attorney and shall survive, as applicable, the dissolution, bankruptcy, death or incapacity of such Stockholder. Each Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically and without further action be revoked, terminated and of no further force or effect, immediately upon the valid termination of this Agreement in accordance with its terms. Parent may terminate this proxy with respect to the matters a Stockholder at any time at its sole election by written notice provided to such Stockholder. Except as expressly set forth andherein, subject as provided, in Section 2.2 above; provided, however, Parent and Merger Sub acknowledge (i) that the foregoing will only proxy and power of attorney granted hereby shall not be effective if for any other purpose, and (ii) such proxy and power of attorney shall not limit the rights of any Stockholder fails to be counted as present, vote or exercise its rights to consent in favor of or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder against, or abstain with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of to, any matter specified presented to the Company’s stockholders that is not subject to the proxy and power of attorney granted to Parent in respect of the Subject Shares pursuant to this Section 2.41.3.

Irrevocable Proxy. By execution of this Agreement, The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the Stockholder has heretofore granted with respect to the Subject Shares. The Stockholder hereby irrevocably appoints and constitutes Gamesys the Company, and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), with full power of substitution and resubstitutionindividual designated in writing by it, as the Stockholder’s true and lawful attorneysattorney-in-fact and irrevocable proxies, to the fullest extent proxy for and on behalf of the Stockholder’s rights with respect , for and in the name, place and stead of the Stockholder, to: (a) attend any and all meetings of the WPCS Stockholders, (b) vote, express consent or dissent or issue instructions to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer), to vote each of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or record holder to vote the Stockholder’s Covered Subject Shares in accordance with the provisions of Section 2.2 above1.1 at any and all meetings of the WPCS Stockholders or in connection with any action sought to be taken by written consent of the WPCS Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of the WPCS Stockholders or in connection with any action sought to be 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, 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 earlier of (i) May 21, 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. The Stockholder intends 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 hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered SharesSecretary of WPCS. The Stockholder hereby ratifies and confirms all actions affirms that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified proxy set forth in this Section 2.41.4 is given in connection with and granted in consideration of and as an inducement to the Company to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2.

Irrevocable Proxy. By Subject to the final sentence of this Section 6, by execution of this Agreement, the Stockholder does hereby appoints and constitutes Gamesys appoint Parent and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)or New Shares, to vote each of and exercise all voting and related rights, including the Covered 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 (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1 hereof. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Sharesthe 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 ratifies and confirms all actions affirms that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified proxy set forth in this Section 2.46 is given in connection with and granted in consideration of and as an inducement to the Company, Parent, First Merger Sub and Second Merger Sub to enter into the 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. Each Company Stockholder hereby revokes any and all previous proxies granted with respect to such Company Stockholder’s Subject Securities. By execution of this Agreement, the each Company Stockholder hereby appoints and constitutes Gamesys and any one or more director(s) or executive officer(s) of Gamesys, and each of them individuallyParent, until the Expiration Time (at which time this proxy will shall automatically be revoked), with full power of substitution and resubstitution, as the such Company Stockholder’s true and lawful attorneysattorney-in-fact and proxy (which proxy is irrevocable proxiesand which appointment is coupled with an interest, including for purposes of Section 212 of the DGCL), to the fullest extent of the such Company Stockholder’s rights with respect to the Subject Securities Beneficially Owned by such Company Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer), to vote each of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) such Subject Securities solely with respect to the matters set forth and, subject as provided, in Section 2.2 above3 hereof and each Company Stockholder 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 will shall only be effective if the (i) such Company Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares such Subject Securities in accordance with the terms of this Agreement and (ii) the Company Stockholders have not been released from their obligations under Section 2.2 above3 of this Agreement pursuant to the final proviso thereof. The Stockholder intends Company Stockholders and Parent (or its substitute hereunder) shall have the right to vote the Subject Securities in accordance with this proxy Agreement on the matters set forth in Section 3 and the Company Stockholders shall be obligated to be irrevocable and coupled with an interest hereafter until so vote the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered SharesSubject Securities. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified in this Section 2.4.Annex C-4

Irrevocable Proxy. By 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 termination of this Agreement. Upon the execution of this AgreementAgreement by such Shareholder, the Stockholder such Shareholder hereby appoints revokes any and constitutes Gamesys and any one all prior proxies or more director(s) or executive officer(s) powers of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), attorney given by such Shareholder with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, respect to the fullest extent voting of the Stockholder’s rights Shares on the matters referred to in Section 1 and agrees not to grant any subsequent proxies or powers of attorney with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer), to vote each voting of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to on the matters set forth and, subject as provided, referred to in Section 2.2 above; provided1 until after the Expiration Date. 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 is given in connection with the execution of the Merger Agreement, howeverand that such Proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Except as otherwise provided for herein, each Shareholder hereby (i) affirms that the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and Proxy is coupled with an interest hereafter until and may under no circumstances be revoked prior to the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Shares. The Stockholder hereby Date, (ii) ratifies and confirms all actions that the proxies Proxies appointed hereunder may lawfully do or cause to be done in furtherance by virtue hereof, and (iii) affirms that such Proxy is executed and intended to be irrevocable to the extent permitted by the provisions of any matter specified in this Section 2.4.Section

Irrevocable Proxy. By execution 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 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 the Company for action, whether by 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 hereby appoints and constitutes Gamesys and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact and irrevocable proxieslikewise, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer), to vote each of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified in this Section 2.4successor directors.

Irrevocable Proxy. By Subject to the penultimate sentence of this Section 6, by execution of this Agreement, each Shareholder does hereby appoint the Stockholder hereby appoints and constitutes Gamesys Company and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the Stockholdersuch Shareholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy to vote and exercise all voting and related rights, including the right to the fullest extent of the Stockholdersign such Shareholder’s rights name (solely in its capacity as a Shareholder) to any Shareholder consent, if Shareholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to the Stockholder's Covered Shares (other than Covered and New Shares that have been Transferred in a Permitted Transfer), to vote each of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1 hereof. The Stockholder Each Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the Stockholder such Shareholder with respect to its Covered Sharesthe Shares and New Shares and represents that none of such previously-granted proxies are irrevocable. The Stockholder Shareholder hereby ratifies and confirms all actions affirms that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified proxy set forth in this Section 2.46 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 such Shareholder and the obligations of such Shareholder shall be binding on such Shareholder’s heirs, personal representatives, successors, transferees and assigns. Each Shareholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares and New Shares with respect to the matters set forth in Section 1 until after the Expiration Date. 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 and take all other actions provided for in this Section 6 with respect to such Shares and New Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. By Concurrently with the execution and delivery of this Agreement, Stockholder shall deliver to Parent a duly executed irrevocable proxy in the Stockholder hereby appoints and constitutes Gamesys and any one or more director(sform attached hereto as Exhibit A (the “Proxy”) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, to the fullest extent of the Stockholder’s rights 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 in respect of which Stockholder is entitled to vote at any such meeting or in connection with any such written consent and (ii) each and every meeting of Company Stockholders or action or approval by written resolution or consent of Company Stockholders from and after the date hereof and prior to the earlier of (A) the Effective Time or (B) termination of the Merger Agreement covering the total number of Company Shares in respect of which Stockholder is entitled to vote at any such meeting or in connection with any such written consent related to the subject matter of Section 2 hereof. Notwithstanding anything to the contrary in this Agreement, 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 in Stockholder's Covered Shares ’s sole discretion for or against any such proposal. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies (other than Covered Shares the Proxy) given by Stockholder and shall not grant any subsequent proxies until after the Proxy Expiration Date. The parties hereby acknowledge that have been Transferred nothing in a Permitted Transfer), to vote each this Stockholders’ Agreement or the Proxy shall effect the Company’s existing drag along rights as set forth in Section 4 of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified in this Section 2.4Company Voting Agreement.

Irrevocable Proxy. By execution (a) Solely for the purpose of facilitating the enforcement of each Principal Shareholder's obligations under Section 3(d) of this Agreement, the Stockholder each Principal Shareholder hereby appoints irrevocably grants to, and constitutes Gamesys appoints, Isaac Dabah, Michael Zimmerman, and any one or more director(s) or executive officer(s) of Gamesysother individual who shall ▇▇▇▇▇▇▇▇▇ be ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇quisition Corp., such Principal Shareholder's proxy and each of them individually, until the Expiration Time attorney-in-fact (at which time this proxy will automatically be revoked), with full power of substitution substitution), for and resubstitutionin the name, as the Stockholder’s true place and lawful attorneys-in-fact and irrevocable proxies, to the fullest extent stead of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)such Principal Shareholder, to vote each all of the Covered Principal Shareholder Shares of such Principal Shareholder, or grant a consent or approval in respect of such Principal Shareholder Shares, at any meeting of 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 (other than Covered Shares that have been Transferred in a Permitted Transferincluding, without limitation, any Superior Proposal) solely with respect and any Frustrating Transaction. (b) Each Principal Shareholder represents that, except for the proxies pursuant to the matters set forth andSun Support Agreement, subject as providednone of the proxies (if any) heretofore given in respect of any of the 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 granted by such Principal Shareholder in this Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and 5 is coupled with an interest hereafter and is irrevocable until the Expiration Time for all purposes 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 revokes any further affirms that the proxy previously granted by the Stockholder with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified such Principal Shareholder in this Section 2.45 is granted in connection with the execution of the Acquisition Agreement, is given to secure the performance of the duties of such Principal Shareholder under this Agreement, and therefore is coupled with an interest.

Irrevocable Proxy. By execution of executing this Agreement, the Stockholder each Holder does hereby appoints and constitutes Gamesys and any one or more director(s) or executive officer(s) of Gamesys, and appoint each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked)Parent and Merger Sub, with full power of substitution and resubstitution, as the Stockholdersuch Holder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the Stockholdersuch Holder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Shares, to vote vote, and to execute written consents with respect to, each of the Covered such Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above2 hereof. The Stockholder Each Holder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes Time. Each Holder affirms that the irrevocable proxy is given in connection with, and in consideration of, the execution of the Merger Agreement and that such irrevocable proxy is given to Parent and Merger Sub by such Holder to secure the performance of the duties of such Holder under this Agreement. Each Holder agrees not to grant any subsequent proxies to, or enter into any agreement with, any Person to vote or give voting instructions with respect to the Shares in any manner inconsistent with the terms of this irrevocable proxy until after the Expiration Time. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Time. Each Holder hereby revokes any proxy proxies or powers of attorney previously granted by the Stockholder with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause Shares to be done in furtherance of any matter specified the extent necessary to grant the proxy included in this Section 2.44 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. By execution of this Agreement, The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the Stockholder has heretofore granted with respect to the Subject Shares. The Stockholder hereby irrevocably appoints and constitutes Gamesys and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), with full power of substitution and resubstitution, Sellas as the Stockholder’s true and lawful attorneysattorney-in-fact and irrevocable proxies, to the fullest extent proxy for and on behalf of the Stockholder’s rights , 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 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 all meetings of Galena Stockholders and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 1.1, all written consents with respect to the Stockholder's Covered Subject Shares (at any and all meetings of Galena Stockholders. Sellas agrees not to exercise the proxy granted herein for any purpose other than Covered Shares that have been Transferred the purposes described in this Agreement. The foregoing proxy shall be deemed to be a Permitted Transfer)proxy coupled with an interest, to vote each is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Covered Shares (Stockholder, as applicable) until the termination of the Plan of Merger and shall not be terminated by operation of law or upon the occurrence of any other event other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect the termination of this Agreement pursuant to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above4.2. The Stockholder intends 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 hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered SharesSecretary of Galena. The Stockholder hereby ratifies and confirms all actions affirms that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified proxy set forth in this Section 2.41.5 is given in connection with and granted in consideration of and as an inducement to Sellas, Holdings I, Holdings II and Merger Sub to enter into the Plan of Merger and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination 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, broker or nominee), the Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.5 with respect to such Subject Shares.

Irrevocable Proxy. By Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint the Stockholder hereby appoints and constitutes Gamesys Company and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)or New Shares, to vote each of and exercise all voting and related rights, including the Covered 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 (other than Covered and New Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Sharesthe 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. Stockholder hereby ratifies and confirms all actions affirms that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified proxy set forth in this Section 2.46 is given in connection with and granted in consideration of and as an inducement to the Credit Parties, the Agent and the Required Lenders to enter into the Fourth Amendment and that such proxy is given to secure the obligations of Stockholder under Section 1. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. By execution Solely with respect to the 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 Agreementthe Company will be asked to vote with respect to the matters described in Section 1.1 (such meeting, date or event, the “Voting Event”), Stockholder hereby irrevocably appoints and constitutes Gamesys and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this Parent as its proxy will automatically be revoked), 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 attorneys-in-fact valid proxy (and irrevocable proxies, to the fullest extent any amendment of the Stockholder’s rights such proxy) with respect to the Shareholders Meeting or other Voting Event, provided the votes reflected in such proxy or amendment thereof are consistent with Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer), to vote each of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely ’s voting obligations under this Agreement with respect to the matters set forth and, subject as provided, matter(s) in Section 2.2 above; provided, however, question or (b) the foregoing will only be effective 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 the Stockholder fails to be counted as present, to consent or to a meeting of stockholders) and vote the Stockholder’s Covered his Voting Shares in accordance with Section 2.2 above. The 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 intends this 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 to be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified Voting Shares granted in this Section 2.4(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 the applicable Voting Event.

Irrevocable Proxy. By execution (a) From the date hereof until the occurrence of this Agreementa Termination Event, the Consenting Stockholder hereby appoints irrevocably grants to and constitutes Gamesys appoints, and agrees from time to time to grant to and appoint, Parent, and any one or more director(s) or executive officer(s) of Gamesysindividual designated in writing by it, as the Consenting Stockholder’s proxy, agent and each of them individually, until the Expiration Time attoney-in-fact (at which time this proxy will automatically be revoked), with full power of substitution substitution) for and resubstitutionin the name, place and stead of the Consenting Stockholder to (i) vote (or cause to be voted) the Shares as to which the Consenting Stockholder has, directly or indirectly, the right to 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 true execution and lawful attorneys-in-fact and irrevocable proxies, to delivery of this Agreement. The Consenting Stockholder hereby affirms that (i) the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer), to vote each of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters proxy set forth and, subject as provided, in this Section 2.2 above; provided, however, 2.3 is given in connection with the foregoing will only be effective if execution of this Agreement and that such proxy is given to secure the performance by the Consenting Stockholder fails to be counted as present, to consent or to vote of its obligations under this Agreement and (ii) the Stockholder’s Covered Shares proxy set forth in accordance with this Section 2.2 above. The Stockholder intends this proxy to be irrevocable and 2.3 is coupled with an interest hereafter until and may not under any circumstances be revoked or terminated prior to the Expiration Time for all purposes 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 the Stockholder it with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions Shares that would be inconsistent with the proxies appointed hereunder may lawfully do or cause proxy granted pursuant to be done in furtherance of any matter specified in this Section 2.42.3.

Irrevocable Proxy. By execution In order to ensure that the voting agreement set forth in Section 1.1 and the other obligations of this Agreementeach Stockholder hereunder will be carried out, the 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 and constitutes Gamesys and any one or more director(s) or executive officer(s) of Gamesys, STC and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked)its officers as such Stockholder's sole and exclusive attorney and proxy, with full power of substitution substitution, (a) to vote and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, to the fullest extent of the Stockholder’s rights otherwise act (by written consent or otherwise) with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer), and the Other Securities which such Stockholder is entitled to vote each at the Epitope Stockholders Meeting and any other meeting of Epitope Stockholders, or pursuant to any written consent in lieu of a meeting of Epitope Stockholders, and at any adjournment or postponement thereof on the Covered Shares (matters and in the manner specified in Section 1.1. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Such Stockholder hereby revokes all other than Covered Shares that have been Transferred in a Permitted Transfer) solely proxies and powers of attorney with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, Shares and the foregoing will only be effective if the Other Securities that such Stockholder fails may have heretofore appointed or granted that would prevent such Stockholder from performing its obligations hereunder. All authority herein conferred or agreed to be counted as present, to consent conferred shall survive the death or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance incapacity of any matter specified in Stockholder and any obligation of such Stockholder under this Section 2.4Agreement shall be binding upon the transferees, heirs, personal representatives, successors and assigns of such Stockholder.

Irrevocable Proxy. By execution of this Agreement, the Stockholder hereby appoints and constitutes Gamesys and any one revokes (or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically agrees to cause to be revoked), ) any voting proxies that Stockholder has heretofore granted with full power of substitution and resubstitution, as the respect to Stockholder’s true and lawful attorneysSubject Shares. Stockholder hereby irrevocably appoints GeoMet as attorney-in-fact and irrevocable proxiesproxy 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 fullest extent of the record holder to vote, Stockholder’s rights Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents with respect to the Stockholder's Covered Subject Shares (in connection with any action sought to be taken by written consent without a meeting. GeoMet agrees not to exercise the proxy granted herein for any purpose other than Covered Shares that have been Transferred the purposes described in a Permitted Transfer), to vote each of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the this Agreement. The foregoing will only proxy shall be effective if the Stockholder fails deemed to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this a proxy to be irrevocable and coupled with an interest hereafter 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 Time for all purposes termination of this Agreement and hereby revokes 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 previously granted by to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Stockholder with respect to its Covered Sharessecretary of GeoMet. The Stockholder hereby ratifies and confirms all actions affirms that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified proxy set forth in this Section 2.41.4 is given in connection with and granted in consideration of and as an inducement to GeoMet to enter into this Agreement and to submit the Transactions for adoption by GeoMet’s stockholders and that such proxy is given to secure the obligations of Stockholder under Section 1.1.

Irrevocable Proxy. By Subject to the final sentence of this Section 6, by execution of this Agreement, the Stockholder does hereby appoints and constitutes Gamesys appoint Parent and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)or New Shares, to vote each of and exercise all voting and related rights, including the Covered 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 (other than Covered or New Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1 hereof. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Sharesthe 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 ratifies and confirms all actions affirms that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified proxy set forth in this Section 2.46 is given in connection with and granted in consideration of and as an inducement to the Company, Parent, First Merger Sub and Second Merger Sub to enter into the 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. By 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 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. Upon the execution of this Agreement, the Stockholder hereby appoints revokes any and constitutes Gamesys and any one all prior proxies or more director(s) or executive officer(s) powers of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), attorney given by Stockholder with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, respect to the fullest extent voting of the Stockholder’s rights Subject Shares on the matters referred to in Section 3(a) and Stockholder agrees to not grant any subsequent proxies or enter into any agreement or understanding with any Person to vote or give voting instructions with respect to the Subject Shares in any manner inconsistent with the terms of this irrevocable proxy until after the Expiration Date. Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer), to vote each ’s execution and delivery of this Agreement and Stockholder’s granting of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified contained in this Section 2.44. Stockholder hereby affirms that the proxy granted in this Section 4 is given in connection with the execution of the Merger Agreement, and that such proxy is given to secure the performance of the duties of Stockholder under this Agreement.

Irrevocable Proxy. By execution of this Agreement, the Each Stockholder hereby appoints and constitutes Gamesys and revokes any one or more director(s) or executive officer(s) proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Stockholder Shares (other than pursuant to Section 5.2 of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revokedVoting Agreement), with full power of substitution hereby irrevocably constitutes and resubstitution, appoints Acquiror as the Stockholder’s true and lawful attorneysattorney-in-fact and irrevocable proxiesproxy for the purposes of complying with the obligations hereunder in 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 material respect with his, her or its obligations hereunder in a timely manner, to vote the fullest extent 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 shall survive and not be affected by the death, incapacity, mental illness or insanity of the Stockholder’s rights with respect to ) until the Stockholder's Covered Shares (end of the Restricted Period and shall not be terminated by operation of Law or upon the occurrence of any other event other than Covered Shares that have been Transferred in following a Permitted Transfer)termination of this Agreement pursuant to Section 8.13. Each Stockholder authorizes such attorney-in-fact and proxy to substitute any other Person to act hereunder, to vote each revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of the Covered Shares (other than Covered Shares Company. Each Stockholder hereby affirms that have been Transferred in a Permitted Transfer) solely with respect to the matters irrevocable proxy set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified in this Section 2.42 is given in connection with the execution by Acquiror of the Merger Agreement and that such irrevocable proxy is given to secure the obligations of such Stockholder under Section 1. The irrevocable proxy 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 proxy granted to Acquiror in this Agreement.

Irrevocable Proxy. By execution of this Agreement, the The Stockholder hereby irrevocably appoints and constitutes Gamesys and any one or more director(s) or executive officer(s) of Gamesys, Company and each of them individuallyits officers, until as the Expiration Time (at which time this Stockholder's attorney and proxy will automatically be revoked)pursuant to the provisions of Section 14-2-722 of the Georgia Business Corporation Code, with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact and irrevocable proxiessubstitution, to the fullest extent of the Stockholder’s rights vote and otherwise act (by written consent or otherwise) with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)and the Other Securities, which the Stockholder is entitled to vote each at any meeting of stockholders of the Covered Shares Company (whether annual or special and 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. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder hereby revokes all other than Covered Shares that have been Transferred in a Permitted Transfer) solely proxies and powers of attorney with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, Shares and the foregoing will only be effective if Other Securities that the Stockholder fails to may have heretofore appointed or granted, and no subsequent proxy or power of attorney shall be counted as presentgiven or written consent executed (and if given or executed, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to shall not be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted effective) by the Stockholder with respect thereto. All authority herein conferred or agreed to its Covered Sharesbe conferred shall survive the death or incapacity of the Stockholder and any obligation of the Stockholder under this Agreement shall be binding upon the heirs, personal representatives, successors and assigns of the Stockholder. The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 2 is given in connection with the execution of this Agreement and the Mutual Release of even date hereof, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder such irrevocable proxy may lawfully do or cause to be done in furtherance of any matter specified in this Section 2.4by virtue hereof.

Irrevocable Proxy. By execution of The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the Stockholder has heretofore granted with respect to the Subject Shares. To secure the Stockholder’s obligation to vote the Subject Shares in accordance with this Agreement, the Stockholder hereby irrevocably appoints and constitutes Gamesys and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), with full power of substitution and resubstitution, Parent as the Stockholder’s true and lawful attorneysattorney-in-fact and irrevocable proxies, to the fullest extent proxy for and on behalf of the Stockholder’s rights with respect , for and in the name, place and stead of the Stockholder, to: (a) attend any and all meetings of the Voting Stockholders, (b) vote, express consent or dissent or issue instructions to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer), to vote each of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or record holder to vote the Stockholder’s Covered Subject Shares in accordance with the provisions of Section 2.2 above1.1 at any and all meetings of the Voting Stockholders or in connection with any action sought to be taken by written consent of the Voting Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of the Voting Stockholders or in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted in this Agreement for any purpose other than the purposes described in this Agreement. The foregoing proxy will be deemed to be a proxy coupled with an interest, is irrevocable (and as such will survive and not be affected by the death, incapacity, mental illness or insanity of the Stockholder, as applicable) until the termination of the Merger Agreement and will not be terminated by operation of law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 5.2. The Stockholder intends authorizes such attorney and proxy to substitute any other Person to act under this Agreement, to revoke any substitution and to file this proxy to be irrevocable and coupled any substitution or revocation with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered SharesSecretary of Company. The Stockholder hereby ratifies and confirms all actions affirms that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified proxy set forth in this Section 2.41.5 is given in connection with and granted in consideration of and as an inducement to Parent and Company to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 5.2. With respect to any Subject Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder, the Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.5 with respect to such Subject Shares. Notwithstanding the foregoing provisions of this Section 1.5, in the event of a Change of Recommendation, all references in this Section 1.5 to the Stockholder’s “Subject Shares” shall be deemed to be references to the Stockholder’s “Committed Restricted Shares.”

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 Routine Matters (as defined below). By execution of entering into this Agreement, the Stockholder such Shareholder hereby appoints grants a proxy appointing Parent as such Shareholder’s attorney-in-fact and constitutes Gamesys and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked)proxy, with full power of substitution substitution, for and resubstitution, as the Stockholderin such Shareholder’s true and lawful attorneys-in-fact and irrevocable proxies, to the fullest extent of the Stockholder’s rights name with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Subject Shares, to vote each effective as of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable date hereof and coupled with an interest hereafter continuing until the Expiration Time for all purposes and hereby revokes any Date, to vote, express consent or dissent, or otherwise 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 previously granted by such Shareholder under this Section ‎1.02 to the Stockholder with respect extent Parent intends to its Covered Sharesexercise such proxy within five (5) Business Days of the mailing of the Joint Proxy Statement. The Stockholder 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 proxies proxy appointed hereunder may lawfully do or cause to be done in furtherance accordance with this Section ‎1.02. Each Shareholder intends this proxy to be irrevocable and unconditional during the term of this Agreement and coupled with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effect the intent of this proxy. Each Shareholder hereby agrees not to grant any proxy or enter into any voting trust or other agreement or arrangement with respect to the voting of any matter specified Subject Shares 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 at the Company’s annual meeting or any special meeting, in either case, solely to the extent 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”). 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 granted pursuant to this Section 2.4‎1.02 shall be null and void ab initio.

Irrevocable Proxy. By Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby appoint the Stockholder hereby appoints and constitutes Gamesys Company and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)or New Shares, to vote each of and exercise all voting and related rights, including the Covered 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 (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1 hereof. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Sharesthe Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. 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 ratifies and confirms all actions affirms that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified proxy set forth in this Section 2.46 is given in connection with and granted in consideration of and as an inducement to the Company, Parent, First Merger Sub and Second Merger Sub to enter into the 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. By execution (a) Solely for the purpose of facilitating the enforcement of each Principal Shareholder's obligations under Section 3(d) of this Agreement, the Stockholder each Principal Shareholder hereby appoints irrevocably grants to, and constitutes Gamesys appoints, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and any one or more director(s) or executive officer(s) of Gamesysother individual who shall hereafter be designated by Acquisition Corp., such Principal Shareholder's proxy and each of them individually, until the Expiration Time attorney-in-fact (at which time this proxy will automatically be revoked), with full power of substitution substitution), for and resubstitutionin the name, as the Stockholder’s true place and lawful attorneys-in-fact and irrevocable proxies, to the fullest extent stead of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)such Principal Shareholder, to vote each all of the Covered Principal Shareholder Shares of such Principal Shareholder, or grant a consent or approval in respect of such Principal Shareholder Shares, at any meeting of 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 (other than Covered Shares that have been Transferred in a Permitted Transferincluding, without limitation, any Superior Proposal) solely with respect and any Frustrating Transaction. (b) Each Principal Shareholder represents that, except for the proxies pursuant to the matters set forth andSun Support Agreement, subject as providednone of the proxies (if any) heretofore given in respect of any of the 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 granted by such Principal Shareholder in this Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and 5 is coupled with an interest hereafter and is irrevocable until the Expiration Time for all purposes 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 revokes any further affirms that the proxy previously granted by the Stockholder with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified such Principal Shareholder in this Section 2.45 is granted in connection with the execution of the Acquisition Agreement, is given to secure the performance of the duties of such Principal Shareholder under this Agreement, and therefore is coupled with an interest.

Irrevocable Proxy. By Subject to the last sentence of this Section ‎6, by execution of this Agreement, the Stockholder Shareholder does hereby appoints and constitutes Gamesys appoint Newegg and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the StockholderShareholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the StockholderShareholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)and New Shares, to vote each of and exercise all voting and related rights, including the Covered right to sign Shareholder’s name (solely in its capacity as a shareholder) to any shareholder consent, if Shareholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to such Shares (other than Covered and New Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above‎1 hereof. The Stockholder Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the Stockholder Shareholder with respect to its Covered Sharesthe Shares and represents that none of such previously-granted proxies are irrevocable. The Stockholder irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Shareholder and the obligations of Shareholder shall be binding on Shareholder’s heirs, personal representatives, successors, transferees and assigns. Shareholder hereby ratifies and confirms all actions that agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares with respect to the proxies appointed hereunder may lawfully do or cause matters set forth in Section ‎1 until after the Expiration Date. Notwithstanding anything contained herein to be done in furtherance of any matter specified in the contrary, this Section 2.4irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. By execution of this Agreement, the Each Stockholder hereby appoints and constitutes Gamesys and revokes any one or more director(s) or executive officer(s) proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Stockholder Shares (other than pursuant to Section 5.2 of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revokedVoting Agreement), with full power of substitution hereby irrevocably constitutes and resubstitution, appoints Acquiror as the Stockholder’s true and lawful attorneysattorney-in-fact and irrevocable proxiesproxy for the purposes of complying with the obligations hereunder in 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 material respect with his, her or its obligations hereunder in a timely manner, to vote the fullest extent 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 shall survive and not be affected by the death, incapacity, mental illness or insanity of the Stockholder’s rights with respect to ) until the Stockholder's Covered Shares (end of the Restricted Period and shall not be terminated by operation of Law or upon the occurrence of any other event other than Covered Shares that have been Transferred in following a Permitted Transfer)termination of this Agreement pursuant to Section 7.13. Each Stockholder authorizes such attorney-in-fact and proxy to substitute any other Person to act hereunder, to vote each revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of the Covered Shares (other than Covered Shares Company. Each Stockholder hereby affirms that have been Transferred in a Permitted Transfer) solely with respect to the matters irrevocable proxy set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified in this Section 2.42 is given in connection with the execution by Acquiror of the Merger Agreement and that such irrevocable proxy is given to secure the obligations of such Stockholder under Section 1. The irrevocable proxy 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 proxy granted to Acquiror in this Agreement.

Irrevocable Proxy. By execution of this Agreement, the Stockholder hereby appoints and constitutes Gamesys and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer), to vote each of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely Solely with respect to the matters set forth and, subject as provided, described in Section 2.2 above; provided1.1, however, the foregoing will only be effective if the Stockholder fails 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 his proxy (which proxy is and shall be counted as presentirrevocable to the extent provided in Section 212 of the Delaware General Corporation Law (the “DGCL”) and which appointment is coupled with an interest 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 consent the Stockholders Meeting and until the Termination Date. Each Stockholder agrees to execute (or to vote cause any nominee holder 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 or on behalf of the Stockholder to Parent of a copy of such Stockholder’s Covered (or his 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 certifying that such Stockholder (or his nominee holder) shall attend the Stockholders Meeting in person and vote (or cause the voting of) his Voting Shares in accordance with Section 2.2 above. The Stockholder intends 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, such action shall no longer be a Qualifying Action, and Parent shall have the proxy described in this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder Section 1.3 with respect to its Covered such Stockholder’s Voting Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified in this Section 2.4.

Irrevocable Proxy. By execution of this Agreement, In the event and to the extent that the Stockholder hereby appoints and constitutes Gamesys and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), with full power of substitution and resubstitution, as the fails to vote such Stockholder’s true and lawful attorneysCompany Stock in accordance with Section 1 at any applicable meeting of the stockholders of the Company or pursuant to any applicable written consent of the stockholders of the Company, then such Stockholder hereby irrevocably appoints Parent as attorney-in-fact and irrevocable proxiesproxy 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 Stockholder Meetings; (b) vote, express consent or dissent or issue instructions to the fullest extent of the record holder to vote such Stockholder’s rights Company Stock in accordance with the provisions of Section 1 at any such meeting; and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1, all written consents with respect to the Stockholder's Covered Shares (other than Covered Shares that Company Stock. Notwithstanding the foregoing, in the event of a Recommendation Withdrawal, such Stockholder shall only be deemed to have been Transferred in a Permitted Transfer), to vote each of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect granted proxies to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the extent of such Stockholder’s Recommendation Withdrawal Percentage of such Stockholder’s Company Stock. The foregoing will only proxy shall be effective if the Stockholder fails deemed to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this a proxy to be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes interest, is irrevocable (and hereby revokes any proxy previously granted as such shall survive and not be affected by the Stockholder with respect death, incapacity, mental illness or insanity of such Stockholder) and shall not be terminated by operation of any legal requirement or upon the occurrence of any other event other than the termination of this Agreement pursuant to its Covered SharesSection 4(j). The foregoing proxy shall terminate upon termination of this Agreement pursuant to Section 4(j). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of the Company. Each Stockholder hereby ratifies and confirms all actions affirms that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified irrevocable proxy set forth in this Section 2.42 is given in connection with and granted in consideration of and as an inducement to Parent entering into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Stockholder under Section 1 hereof. Parent covenants and agrees with each Stockholder that Parent will exercise the foregoing proxy consistent with the provisions of Section 1 hereof.

Irrevocable Proxy. By Subject to the penultimate sentence of this Section 6, by execution of this Agreement, each Stockholder does hereby appoint the Stockholder hereby appoints and constitutes Gamesys Company and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the such Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the such Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Shares, to vote each of and exercise all voting and related rights, including the Covered right to sign such Stockholder’s name (solely in its capacity as a stockholder) to any Stockholder consent, if such Stockholder fails to vote his, her or its Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided1 [(b)]1 hereof 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), however, the foregoing will only be effective if provided the Stockholder fails to be counted as present, to has received information regarding the meeting or request for written consent at least five (5) Business Days before such shareholder meeting or to any consent solicitation or other vote taken of the StockholderCompany’s Covered Shares in accordance with Section 2.2 abovestockholders. The Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Date, hereby revokes any proxy previously granted by the such Stockholder with respect to its Covered Sharesthe Shares and represents that none of such previously-granted proxies are irrevocable. The Stockholder hereby ratifies and confirms all actions affirms that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified proxy set forth in this Section 2.46 is given in connection with, and granted in consideration of, and as an inducement to the Company, Homology and Merger Sub 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 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. By execution Each Stockholder agrees that, in the event such Stockholder shall fail to comply with the provisions of this AgreementSECTION 3(a) hereof, such failure shall result, without any further action by such Stockholder, in the irrevocable appointment of USAuto as the attorney-in-fact and proxy of such Stockholder hereby appoints and constitutes Gamesys and any one or more director(s) or executive officer(s) pursuant to the provisions of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked)Delaware law, with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact and irrevocable proxiessubstitution, to vote, and otherwise act (by written consent or otherwise) with respect to, the fullest extent LBI Voting Shares that such Stockholder is entitled to vote at any meeting of stockholders of LBI (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, solely on the matters and in the manner specified in SECTION 3(a) hereof. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Such Stockholder hereby revokes, effective upon the execution and delivery of the Stockholder’s rights Merger Agreement by the parties thereto, all other proxies and powers of attorney with respect to the such Stockholder's Covered Shares (other than Covered LBI Voting Shares that such Stockholder may have been Transferred in a Permitted Transfer), to vote each heretofore appointed or granted and no subsequent proxy or power of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect attorney directly relating to the matters set forth andissues specified in SECTION 3(a) (except in furtherance of such Stockholder's obligations under SECTION 3(a) hereof) shall be given or written consent executed (and if given or executed, subject as provided, in Section 2.2 above; provided, however, the foregoing will only shall not be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted effective) by the such Stockholder with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done thereto so long as this Agreement remains in furtherance of any matter specified in this Section 2.4effect.

Irrevocable Proxy. By 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 termination of this Agreement. Upon the execution of this AgreementAgreement by such Stockholder, the such Stockholder hereby appoints revokes any and constitutes Gamesys and any one all prior proxies or more director(s) or executive officer(s) powers of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), attorney given by such Stockholder with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, respect to the fullest extent voting of the Stockholder’s rights Shares on the matters referred to in Section 1 and agrees not to grant any subsequent proxies or powers of attorney with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer), to vote each voting of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to on the matters set forth and, subject as provided, referred to in Section 2.2 above; provided, however, 1 until after the foregoing will only be effective if Expiration Date. Each Stockholder understands and acknowledges that Parent is entering into the Stockholder fails to be counted as present, to consent or to vote Merger Agreement in reliance upon the Stockholder’s Covered Shares execution and delivery of this Agreement and the Proxy. Each Stockholder hereby affirms that the Proxy is given in accordance connection with Section 2.2 abovethe execution of the Merger Agreement, and that such Proxy is given to secure the performance of the duties of such Stockholder under this Agreement. The Except as otherwise provided for herein, each Stockholder intends this proxy to be irrevocable and hereby (i) affirms that the Proxy is coupled with an interest hereafter until and may under no circumstances be revoked prior to the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Shares. The Stockholder hereby Date, (ii) ratifies and confirms all actions that the proxies Proxies appointed hereunder may lawfully do or cause to be done in furtherance 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 212 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 any matter specified in other provisions of this Section 2.4Agreement, the Proxy granted hereunder shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. By execution of this Each Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that such Stockholder has heretofore granted with respect to the 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 and constitutes Gamesys the Company, and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), with full power of substitution and resubstitutionindividual designated in writing by it, as the Stockholder’s true and lawful attorneysattorney-in-fact and irrevocable proxiesproxy 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 fullest extent record holder to vote such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all meetings of the Stockholder’s rights Alpine Stockholders or in connection with any action sought to be taken by written consent of the Alpine Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 1.1, all written consents with respect to the Stockholder's Covered Subject Shares (at any and all meetings of the Alpine Stockholders or in connection with any action sought to be taken by written consent without a meeting. The Company agrees not to exercise the proxy granted herein for any purpose other than Covered Shares that have been Transferred the purposes expressly described in this Agreement. The foregoing proxy shall be deemed to be a Permitted Transfer)proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the earlier of (i) April 18, 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 to substitute any other Person to act hereunder, to vote each revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of Alpine. Each Stockholder hereby affirms that the Covered Shares (other than Covered Shares that have been Transferred proxy set forth in a Permitted Transfer) solely this Section 1.4 is given in connection with respect and granted in consideration of and as an inducement to the matters Company to enter into the Merger Agreement and that such proxy is given to secure the obligations of such Stockholder under Section 1.1. The proxy set forth andin this Section 1.4 is executed and intended to be irrevocable, subject as provided, in Section 2.2 above; providedsubject, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions that automatic termination upon the proxies appointed hereunder may lawfully do or cause termination of this Agreement pursuant to be done in furtherance of any matter specified in this Section 2.44.2.

Irrevocable Proxy. By execution of Solely with respect to the matters described in Section 1.2, for so long as this AgreementAgreement has not been validly terminated in accordance with its terms, the each Stockholder hereby irrevocably appoints Parent as its attorney and constitutes Gamesys and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), with full power of substitution and resubstitution, as to the full extent of such Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, to the fullest extent of the Stockholder’s voting rights with respect to the all such Stockholder's Covered ’s Subject Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)which proxy is irrevocable and which appointment is coupled with an interest, to vote each including for purposes of Section 212 of the Covered Delaware General Corporation Law) to vote, and to execute written consents with respect to, all such Stockholders’ Subject Shares (other than Covered Shares that have been Transferred solely on the matters described in Section 1.2, and in accordance therewith. The power of attorney granted by each Stockholder herein is a Permitted Transfer) solely durable power of attorney and shall survive, as applicable, the dissolution, bankruptcy, death or incapacity of such Stockholder. Each Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically and without further action be revoked, terminated and of no further force or effect, immediately upon the valid termination of this Agreement in accordance with its terms. Parent may terminate this proxy with respect to the matters a Stockholder at any time at its sole election by written notice provided to such Stockholder. Except as expressly set forth andherein, subject as provided, in Section 2.2 above; provided, however, Parent and Purchaser acknowledge (i) that the foregoing will only proxy and power of attorney granted hereby shall not be effective if for any purpose except as set forth herein, and (ii) such proxy and power of attorney shall not limit the rights of any Stockholder fails to be counted as present, vote or exercise its rights to consent in favor of or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder against, or abstain with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of to, any matter specified presented to the Company’s stockholders that is not subject to the proxy and power of attorney granted to Parent in respect of the Subject Shares pursuant to this Section 2.41.3.

Irrevocable Proxy. Shareholder hereby revokes any and all previous proxies and powers of attorney granted with respect to any of the Shares, and Shareholder shall not grant any subsequent proxy or power of attorney with respect to any of the Shares, except as set forth in this Agreement or required by a letter of transmittal. By execution of entering into this Agreement, subject to the Stockholder last sentence of this Section 1(b), Shareholder hereby appoints and constitutes Gamesys and grants, or agrees to cause the applicable record holder to grant, a proxy appointing Parent, any one or more director(s) or executive officer(s) designee of Gamesys, Parent and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked)Parent’s officers, with full power of substitution and resubstitution, as the StockholderShareholder’s true and lawful attorneysattorney-in-fact and irrevocable proxiesproxy, to the fullest extent of the Stockholderfor and in Shareholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)name, to vote each of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to vote, express consent or dissent with respect to all of the Shares for the purposes set forth in Section 1(a). The proxy granted by Shareholder pursuant to this Section 1(b) is, subject to the last sentence of this Section 1(b), irrevocable and is coupled with an interest, in accordance with Section 212(e) of the DGCL and Section 607.0722(5) of the FBCA, as applicable, and is granted in order to secure Shareholder’s performance under this Agreement and also in consideration of Parent entering into this Agreement and the Merger Agreement. The power of attorney granted by Shareholder is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of Shareholder. If Shareholder fails for any reason to be counted as present, consent or vote Shareholder’s Shares in accordance with the requirements of Section 1(a), then Parent shall have the right to cause to be present, consent or vote Shareholder’s Shares in accordance with the provisions of Section 1(a). The proxy granted by Shareholder shall be automatically revoked upon the valid termination of this Agreement in accordance with Section 6. Shareholder hereby affirms that the proxy granted in this Section 1(b) is given in connection with the execution of the Merger Agreement, and that such proxy is given to secure the performance of the duties of Shareholder under this Agreement. If for any reason the proxy granted herein is found by a court of competent jurisdiction to not be valid, then Shareholder agrees to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above1(a). The Stockholder intends this For Shares as to which Shareholder is the beneficial but not the record owner, Shareholder 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 be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions same effect as that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified in this Section 2.4contained herein.

Irrevocable Proxy. By execution of this Agreement, the Each Supporting Stockholder hereby irrevocably appoints and constitutes Gamesys and any one or more director(s) or executive officer(s) of Gamesys, Vulcan and each of them individually, its executive officers from and after the date hereof until the Expiration earlier to occur of the Effective Time (as defined in the Merger Agreement) and the termination of this Agreement pursuant to Section 7.3 (at which time this proxy will point such appointment shall automatically be revokedterminate) as such Supporting Stockholder’s sole and exclusive attorneys, agents and proxies (such constitution and appointment, the “Irrevocable Proxy”), with full power of substitution and resubstitution, as the Stockholder’s true to vote and lawful attorneys-in-fact and irrevocable proxies, to the fullest extent of the Stockholder’s rights otherwise act with respect to all of such Supporting Stockholder’s Shares at any meeting of the Stockholder's Covered Shares stockholders of the Company (other than Covered Shares that have been Transferred in a Permitted Transferwhether annual or special and whether or not an adjourned or postponed meeting), to vote each and in any action by written consent of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to stockholders of the Company, on the matters set forth and, subject as provided, and in the manner specified in Section 2.2 above; provided1.1. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, howeverTO 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 foregoing will only be effective if the Stockholder fails to be counted as presentexecution of this Agreement, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable all prior proxies and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted powers of attorney given by the each Supporting Stockholder with respect to its Covered Sharesall of such Supporting Stockholder’s Shares issued or issuable in respect thereof on or after the date of this Agreement are hereby revoked, and no subsequent proxy or power of attorney shall be given (and if given, shall not be effective) by such Supporting Stockholder. The Any obligation of a Supporting Stockholder hereby ratifies shall be binding on the successors and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance assigns of any matter specified in this Section 2.4such Supporting Stockholder.

Irrevocable Proxy. By 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 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 212(e) of the DGCL. Upon the execution of this Agreement, the Stockholder hereby appoints revokes any and constitutes Gamesys and any one all prior proxies or more director(s) or executive officer(s) powers of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), attorney given by Stockholder with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, respect to the fullest extent voting of the Stockholder’s rights Subject Shares on the matters referred to in Section 3 and Stockholder agrees to not grant any subsequent proxies or enter into any agreement or understanding with any Person to vote or give voting instructions with respect to the Subject Shares in any manner inconsistent with the terms of this irrevocable proxy until after the Expiration Date. Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer), to vote each ’s execution and delivery of this Agreement and Stockholder’s granting of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified contained in this Section 2.44. Stockholder hereby affirms that the proxy granted in this Section 4 is given in connection with the execution of the Merger Agreement, and that such proxy is given to secure the performance of the duties of Stockholder under this Agreement.

Irrevocable Proxy. By Subject to the final sentence of this Article VII, by execution of this Agreement, the such Stockholder does hereby appoints and constitutes Gamesys appoint PubCo and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), its designees with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact attorney and irrevocable proxiesproxy, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer)Shares, to vote each of 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 (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above3.01. The Such Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter hereunder until the Expiration Time for all purposes and Termination Date, hereby revokes any proxy previously granted by the Stockholder with respect to its the Covered SharesShares and represents that none of such previously-granted proxies are irrevocable. 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 Covered Shares with respect to the matters set forth in Section 3.01 until after the Termination Date. Such Stockholder hereby ratifies and confirms all actions affirms that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified proxy set forth in this Article VII is given in connection with and granted in consideration of and as an inducement to the Company, PubCo and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of Stockholder under Section 2.43.01. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Termination Date.

Irrevocable Proxy. By (a) In furtherance of the transac tions contemplated hereby, concurrently with the execution of this Agreement, the Stockholder hereby appoints shall execute and constitutes Gamesys deliver to Seller a proxy in the form attached hereto as Exhibit A (the "Proxy"). THE PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Such irrevocable Proxy is executed and any one or more director(s) or executive officer(sintended to be irrevocable in accordance with the provisions of Section 212(e) of Gamesys, the Delaware General Corporation Law (the "DGCL"). (b) The Stockholder hereby revokes all other proxies and each powers of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, to the fullest extent of the Stockholder’s rights attorney with respect to the Stockholder's Covered Shares (other than Covered Shares that which the Stockholder may have been Transferred in a Permitted Transfer), heretofore appointed or granted only to vote each of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect extent it relates to the matters set forth and, subject as provided, referred to in Section 2.2 above; provided1.1 hereof, howeverand no subsequent proxy or power of attorney shall be given or written consent executed only to the extent it relates to the matters referred to in Section 1.1 hereof (and if given or executed, the foregoing will only such proxy or power of attorney shall not be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares in accordance with Section 2.2 above. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted effective) by the such Stockholder with respect thereto. All authority conferred by this Section 1.2 or agreed to its Covered Shares. be conferred shall survive the death or incapacity of the Stockholder and any obligation of the Stockholder under this Agreement shall be binding upon the heirs, personal representatives, assigns and successors of the Stockholder. (c) The Stockholder Seller hereby ratifies agrees, during the time this Agreement is in effect, to take any and confirms all actions that necessary to cause the proxies appointed hereunder may lawfully do or cause Proxies to be done voted at any meeting of the Company's stockholders in furtherance favor of all the transactions contem plated by the Financing Agreements. (d) The Seller hereby agrees not to consent to any matter specified in amendment or modification to the Purchase Agreement, including, but not limited to, Article VII or the definition of "Closing Date" as contained therein, which would adversely effect the Stockholder pursuant to the terms of this Section 2.4Agreement without the prior written consent of the Stockholder.

Irrevocable Proxy. By execution (a) Solely for the purpose of facilitating the enforcement of each Principal Stockholder’s obligations under this Agreement, the each Principal Stockholder hereby appoints irrevocably grants to, and constitutes Gamesys appoints, R▇▇▇▇ ▇. ▇▇▇▇ and any one or more director(s) or executive officer(s) of Gamesysother individual who shall hereafter be designated by Crumbs, Principal Stockholder’s proxy and each of them individually, until the Expiration Time attorney-in-fact (at which time this proxy will automatically be revoked), with full power of substitution substitution), for and resubstitutionin the name, as the place and stead of such Principal Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, to the fullest extent of the Stockholder’s rights with respect to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer), to vote each all of the Covered Principal Stockholder Shares (of such Principal Stockholder, or grant a consent or approval in respect of such Principal Stockholder Shares, at any meeting of stockholders of Crumbs or at, any adjournment thereof or in any other than Covered Shares circumstances upon which their vote, consent or other approval is sought in favor of the approval and adoption of the Resolution or the adoption of a resolution, that have been Transferred in a Permitted Transfer) solely if adopted, would be inconsistent with respect to the matters set forth and, subject as provided, in Section 2.2 aboveResolution; provided, however, that the foregoing will proxy shall only be effective if apply to those Principal Stockholders who do not vote all of their Principal Stockholder Shares on or before June 5, 2014 (which date is 5 days before the scheduled meeting of the Stockholders). (b) Each Principal Stockholder fails to be counted as present, to consent or to vote hereby affirms that the Stockholder’s Covered Shares proxy granted by such Principal Stockholder in accordance with this Section 2.2 above. The Stockholder intends this proxy to be irrevocable and is coupled with an interest hereafter and is irrevocable until such time as this Agreement terminates in accordance with its terms. Each Principal Stockholder hereby further affirms that the Expiration Time for all purposes and hereby revokes any proxy previously granted by the such Principal Stockholder with respect to its Covered Shares. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified in this Section 2.4is granted in connection with the execution of the Loan Agreement, is given to secure the performance of the duties of such Principal Stockholder under this Agreement, and therefore is coupled with an interest.

Irrevocable Proxy. By execution of For so long as this AgreementAgreement has not been validly terminated in accordance with Section 5.2, the each Stockholder hereby irrevocably appoints and constitutes Gamesys Parent (and any one or more director(sPerson (as defined below) or executive officer(sPersons designated by Parent) of Gamesys, as its attorney-in-fact and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), with full power of substitution and resubstitution, as to the full extent of such Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, to the fullest extent of the Stockholder’s voting rights with respect to the all such Stockholder's Covered ’s Subject Shares (other than Covered Shares that have been Transferred in a Permitted Transferwhich proxy is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity 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 to vote each of execute (or issue instructions to the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transferrecord holder to execute) solely written consents with respect to to, all such Stockholder’s Subject Shares solely on the matters set forth anddescribed in, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or to vote the Stockholder’s Covered Shares and in accordance with the provisions of Section 2.2 above1.1. The Stockholder intends For purposes of this Agreement, “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. This proxy to be irrevocable and is coupled with an interest hereafter until interest, was given to secure the Expiration Time for all purposes obligations 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 the such Stockholder with respect to its Covered Sharesthe Subject Shares that covers matters addressed by this Agreement. The Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to Such proxy shall not be done in furtherance terminated by operation of any matter specified applicable law or upon the occurrence of any other event other than upon the valid termination of this Agreement in this accordance with Section 2.45.2.

Irrevocable Proxy. By execution of this Agreement, The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the Stockholder has heretofore granted with respect to the Subject Shares. The Stockholder hereby irrevocably appoints and constitutes Gamesys the Company, and any one or more director(s) or executive officer(s) of Gamesys, and each of them individually, until the Expiration Time (at which time this proxy will automatically be revoked), with full power of substitution and resubstitutionindividual designated in writing by it, as the Stockholder’s true and lawful attorneysattorney-in-fact and irrevocable proxies, to the fullest extent proxy for and on behalf of the Stockholder’s rights with respect , for and in the name, place and stead of the Stockholder, to: (a) attend any and all meetings of the WPCS Stockholders, (b) vote, express consent or dissent or issue instructions to the Stockholder's Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer), to vote each of the Covered Shares (other than Covered Shares that have been Transferred in a Permitted Transfer) solely with respect to the matters set forth and, subject as provided, in Section 2.2 above; provided, however, the foregoing will only be effective if the Stockholder fails to be counted as present, to consent or record holder to vote the Stockholder’s Covered Subject Shares in accordance with the provisions of Section 2.2 above1.1 at any and all meetings of the WPCS Stockholders or in connection with any action sought to be taken by written consent of the WPCS Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of the WPCS Stockholders or in connection with any action sought to be 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, 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 earlier of (i) nine months from the date of the Merger Agreement 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. The Stockholder intends 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 hereafter until the Expiration Time for all purposes and hereby revokes any proxy previously granted by the Stockholder with respect to its Covered SharesSecretary of WPCS. The Stockholder hereby ratifies and confirms all actions affirms that the proxies appointed hereunder may lawfully do or cause to be done in furtherance of any matter specified proxy set forth in this Section 2.41.4 is given in connection with and granted in consideration of and as an inducement to the Company to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2.