Common use of Irrevocable Proxy Clause in Contracts

Irrevocable Proxy. (a) Stockholder hereby irrevocably constitutes and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or any of them, with full power of substitution, its true and lawful proxy and attorney-in-fact to vote at any meeting (and any adjournment or postponement thereof) of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a) hereof.

Irrevocable Proxy. (a) Stockholder hereby irrevocably constitutes and appoints Parent, which shall act by each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and through ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a ""Proxy Holder"), or any of themacting singly, with full power of substitution, its Stockholder's true and lawful proxy and attorney-in-fact to vote all Shares with respect to which Stockholder has voting power at any meeting (and any adjournment or postponement thereof) of the CompanyParent's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction proposal described in the first paragraph of Section 3 hereof1 above (each a "Specified Proposal"), or to execute a and in any action by written consent of Parent's stockholders in lieu of any such meeting (if so permitted)meeting, all Stockholder Shares held by Stockholder of record as of and instructs each Proxy Holder to vote in the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described manner specified in Section 3(iv)(B) hereof1 on any such Specified Proposal. (b) The proxy and power of attorney granted herein (i) is granted in consideration of the Company's execution of the Merger Agreement, (ii) is intended to secure Parent's obligations under the Merger Agreement and therefore shall be irrevocable during the term of this Agreement, (iii) shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and (iv) shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted hereinStockholder. Stockholder shall not grant any proxy to any person which that conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its the Shares with respect to which Stockholder Shares as required by has voting power in accordance with the requirements of Section 3 1 hereof, then the Proxy Holder shall have the right to vote the Shares with respect to which Stockholder Shares has voting power at any meeting of the CompanyParent's stockholders and in any action by written consent of the CompanyParent's stockholders in accordance with the provisions of this Section 42. The vote of a the Proxy Holder shall control in any conflict between a Stockholder's vote of such Stockholder Shares by a Proxy Holder and a vote by Stockholder of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a) hereofShares.

Irrevocable Proxy. (a) Stockholder Shareholder hereby irrevocably constitutes and appoints Parent, or its designees, from and after the date hereof and until the Termination Date (at which point such constitution and appointment shall act by automatically be revoked) as Shareholder’s attorney, agent and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇proxy (such constitution and appointment, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"the “Irrevocable Proxy”), or any of them, with full power of substitution, its true and lawful proxy and attorney-in-fact to vote at any meeting (and any adjournment or postponement thereof) of the Company's stockholders called for purposes of considering whether otherwise act with respect to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a written consent of stockholders in lieu of any all such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shareholder’s Shares at any meeting of the Company's stockholders Shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, and in any action by written consent of the Shareholders of the Company's stockholders , on the matters and in accordance with this the manner specified in Section 41.01. The vote of a Proxy Holder shall control Without limiting the foregoing, in any conflict between a such vote or other action pursuant to such proxy, neither Parent nor any other person listed in the immediately preceding sentence shall in any event have the right (and such proxy shall not confer the right) to vote against the Merger. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM A SHAREHOLDER MAY TRANSFER ANY OF ITS SHARES IN BREACH OF THIS AGREEMENT. Shareholder hereby revokes all other proxies and powers of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder attorney with respect to all Shareholder’s Shares that may have heretofore been appointed or granted, and no subsequent proxy or power of attorney shall be given (and if given, shall not be effective) by Shareholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the matters set forth in Section 4(a) hereofdeath or incapacity of Shareholder and any obligation of Shareholder under this Agreement shall be binding upon the heirs, personal representatives, successors and assigns of Shareholder.

Irrevocable Proxy. (a) Stockholder Shareholder hereby irrevocably constitutes and appoints Parentthe Company, which shall act by and through ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "“Proxy Holder"”), or any either of them, with full power of substitution, its true and lawful proxy and attorney-in-fact to vote at any meeting (and any adjournment or postponement thereof) of the Company's stockholders Parent’s shareholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal thereby or any other transaction described in Section 3 hereof, or to execute a written consent of stockholders shareholders in lieu of any such meeting (if so permitted), all Stockholder Shareholder Shares held by Stockholder Shareholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal the election of a group of individuals to replace the majority or any other action more of the individuals presently on the Parent Board as more fully described in Section 3(iv)(B3(iv) hereof. (b) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder Shareholder which conflicts with the proxy granted herein. Stockholder Shareholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of StockholderShareholder. (c) If Stockholder Shareholder fails for any reason to vote his, her or its Stockholder Shareholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shareholder Shares at any meeting of the Company's stockholders Parent’s shareholders and in any action by written consent of the Company's stockholders ’s shareholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shareholder Shares by a Proxy Holder and a vote of such Stockholder Shareholder Shares by Stockholder Shareholder with respect to the matters set forth in Section 4(a) hereof.

Irrevocable Proxy. The Stockholder hereby revokes (aor agrees to cause to be revoked) any proxies that the Stockholder has heretofore granted with respect to the Subject Shares. The Stockholder hereby irrevocably constitutes and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or any of them, with full power of substitution, its true and lawful proxy and Purchaser as attorney-in-fact and proxy for and on behalf of the Stockholder, for and in the name, place and stead of the Stockholder, to: (a) attend any and all meetings of the Purchaser Stockholders held for matters addressed in Section 1.1, (b) vote, express consent or dissent or issue instructions to the record holder to vote the Subject Shares solely in accordance with the provisions of Section 1.1 at any meeting (and all meetings of Purchaser Stockholders or in connection with any adjournment or postponement thereof) of the Company's stockholders called for purposes of considering whether action sought to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a be taken by written consent of stockholders Purchaser Stockholders without a meeting solely in lieu respect of any such meeting matters addressed in Section 1.1 and (if so permitted)c) grant or withhold, or issue instructions to the record holder to grant or withhold, solely consistent with the provisions of Section 1.1, all Stockholder written consents with respect to the Subject Shares held at any and all meetings of Purchaser Stockholders or in connection with any action sought to be taken by Stockholder written consent of record as Purchaser Stockholders without a meeting solely in respect of matters addressed in Section 1.1. Purchaser agrees not to exercise the relevant record date in favor of proxy granted herein for any purpose other than the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action purposes described in this Section 3(iv)(B) hereof. (b) 1.4. The foregoing proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be a proxy coupled with an interest sufficient 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 termination of this Agreement and shall not be terminated by operation of law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 3.2. The 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 Purchaser. The Stockholder hereby affirms that the proxy set forth in law this Section 1.4 is given to support Purchaser in connection with and granted in consideration of and as an inducement to the Company and Purchaser to enter into the Purchase Agreement and that such proxy is given solely 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 3.2. 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 shall revoke take all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails other actions provided for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder 1.4 with respect to the matters set forth in Section 4(a) hereofsuch Subject Shares.

Irrevocable Proxy. (a) Stockholder hereby irrevocably constitutes and appoints ParentAcquisition, which shall act by and through Cary ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ Guy ▇. ▇▇▇▇▇▇, and ▇ (▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (eachch, a "Proxy Holder"), or any either of them, with full power of substitution, its true and lawful proxy and attorney-in-fact to vote at any meeting (and any adjournment or postponement thereof) of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and Agreement, the Merger or any of the other transactions contemplated therebyby the Merger Agreement, or any Third Party Acquisition Proposal or any other transaction described in Section 3 hereofAcquisition, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted)meeting, all Stockholder Shares held Beneficially Owned by Stockholder of record as of the relevant record date of such meeting or written consent in favor of the approval of the Merger Agreement Agreement, the Merger and the other transactions contemplated thereby and by the Merger Agreement, with such modifications to the Merger Agreement as the parties thereto may make, or against any a Third Party Acquisition Proposal or Acquisition, as the case may be. Such proxy shall be limited strictly to the power to vote the Shares in the manner set forth in the preceding sentence and shall not extend to any other action described in Section 3(iv)(B) hereofmatters. (b) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted hereinStockholder. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her hers or its Stockholder Shares as required by in accordance with the requirements of Section 3 1(b) hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with the provisions of this Section 42. The vote of a the Proxy Holder shall control in any conflict between a his vote of such Stockholder Shares by a Proxy Holder and a vote by Stockholder of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a) hereofShares.

Irrevocable Proxy. Stockholder hereby revokes (aor agrees to cause to be revoked) any proxies that it has heretofore granted. Stockholder hereby irrevocably constitutes and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or any of them, with full power of substitution, its true and lawful proxy and Parent as attorney-in-fact to vote at and proxy for and on behalf of Stockholder, for and in the name, place and stead of Stockholder, to: (a) attend any meeting (and any adjournment or postponement thereof) of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated therebyall Company Stockholder Meetings, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) The proxy vote, express consent or dissent or issue instructions to the record holder to vote Stockholder’s Shares in accordance with the provisions of Section 4(b) at any and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed all Company Stockholder Meetings or in connection with any action sought to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action taken by written consent of the Company's ’s 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 4, all written consents with respect to the Shares at any and all Company Stockholder Meetings or in accordance 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 the purposes 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 Stockholder, as applicable) until the end of the Agreement Period and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 13(d). 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. Stockholder hereby affirms that the proxy set forth in this Section 5 is given in connection with and granted in consideration of and as an inducement to Parent and Purchaser to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 4. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder with respect to the matters proxy set forth in this Section 4(a) hereof5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 13(d). Parent covenants and agrees with Stockholder that Parent will exercise the foregoing proxy consistent with the provisions of Section 4.

Irrevocable Proxy. (a) Stockholder Solely in the event of a failure by any Unitholder to act in accordance with such Unitholder’s obligations as to voting pursuant to Section 3(a) prior to the Expiration Date and without in any way limiting any Unitholder’s right to vote the Subject Partnership Units in its sole discretion on any other matters that may be submitted to a unitholder vote, consent or other approval, each Unitholder hereby irrevocably constitutes grants an irrevocable proxy (the “Proxy”) appointing Contango as such Unitholder’s attorney-in-fact and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or any of themproxy, with full power of substitution, its true for and lawful proxy and attorney-in-fact in such Unitholder’s name, to vote at any meeting (and any adjournment vote, express consent or postponement thereof) of dissent, or otherwise to utilize such voting power in the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions manner contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in by Section 3 hereofabove as Contango or its proxy or substitute shall, or in Contango’s sole discretion, deem proper with respect to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereofSubject Partnership Units. (b) The proxy and power Each Unitholder hereby represents that any proxies heretofore given in respect of attorney granted herein shall be irrevocable during the term of this AgreementSubject Partnership Units, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted hereinif any, are revocable, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholderhereby revokes such proxies. (c) If Stockholder fails for any reason to vote his, her or Each Unitholder hereby affirms that its Stockholder Shares as required by Proxy set forth in this Section 3 hereof, then 4 is given in connection with the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting execution of the Company's stockholders Merger Agreement, and in any action by written consent that such Proxy is given to secure the performance of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote duties of such Stockholder Shares by a Unitholder under this Agreement. Each Unitholder hereby further affirms that its Proxy Holder is coupled with an interest in consideration of Contango entering into this Agreement and a vote of such Stockholder Shares by Stockholder with respect to the matters Merger Agreement and incurring certain related fees and expenses and, except as set forth in Section 4(a4(d) or in Section 13 hereof, is intended to be, and is, irrevocable. All authority conferred hereby shall survive the death, incapacity of or the appointment of any liquidator, receiver, trustee, special manager or any other court appointed officer for any Unitholder and shall be binding upon the heirs, estate, administrators, receivers, liquidators, trustees, special managers, personal representatives, successors and assigns of each Unitholder. (d) Contango hereby acknowledges and agrees that the Proxy set forth in this Section 4 shall not be exercised to vote, consent or act on any matter except as specifically contemplated by Section 3 above and Contango agrees not to exercise the Proxy granted herein for any purpose other than the purposes described in Section 3. The Proxy set forth in this Section 4 shall be revoked, terminated and of no further force or effect automatically without further action upon the termination of this Agreement.

Irrevocable Proxy. (a) Stockholder Solely in the event of a failure by any Shareholder to act in accordance with such Shareholder’s obligations as to voting pursuant to Section 3(a) prior to the Expiration Date and without in any way limiting any Shareholder’s right to vote the Subject Contango Shares in its sole discretion on any other matters that may be submitted to a shareholder vote, consent or other approval, each Shareholder hereby irrevocably constitutes grants an irrevocable proxy (the “Proxy”) appointing the Partnership as such Shareholder’s attorney-in-fact and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or any of themproxy, with full power of substitution, its true for and lawful proxy and attorney-in-fact in such Shareholder’s name, to vote at any meeting (and any adjournment vote, express consent or postponement thereof) of dissent, or otherwise to utilize such voting power in the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions manner contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in by Section 3 hereofabove as the Partnership or its proxy or substitute shall, or in the Partnership’s sole discretion, deem proper with respect to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereofSubject Contango Shares. (b) The proxy and power Each Shareholder hereby represents that any proxies heretofore given in respect of attorney granted herein shall be irrevocable during the term of this AgreementSubject Contango Shares, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted hereinif any, are revocable, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholderhereby revokes such proxies. (c) If Stockholder fails for any reason to vote his, her or Each Shareholder hereby affirms that its Stockholder Shares as required by Proxy set forth in this Section 3 hereof, then 4 is given in connection with the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting execution of the Company's stockholders Merger Agreement, and in any action by written consent that such Proxy is given to secure the performance of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote duties of such Stockholder Shares by a Shareholder under this Agreement. Each Shareholder hereby further affirms that its Proxy Holder is coupled with an interest in consideration of the Partnership entering into this Agreement and a vote of such Stockholder Shares by Stockholder with respect to the matters Merger Agreement and incurring certain related fees and expenses and, except as set forth in Section 4(a4(d) or in Section 13 hereof, is intended to be, and is, irrevocable. All authority conferred hereby shall survive the death, incapacity of or the appointment of any liquidator, receiver, trustee, special manager or any other court appointed officer for any Shareholder and shall be binding upon the heirs, estate, administrators, receivers, liquidators, trustees, special managers, personal representatives, successors and assigns of each Shareholder. (d) The Partnership hereby acknowledges and agrees that the Proxy set forth in this Section 4 shall not be exercised to vote, consent or act on any matter except as specifically contemplated by Section 3 above and the Partnership agrees not to exercise the Proxy granted herein for any purpose other than the purposes described in Section 3. The Proxy set forth in this Section 4 shall be revoked, terminated and of no further force or effect automatically without further action upon the termination of this Agreement.

Irrevocable Proxy. (a) Stockholder hereby irrevocably constitutes and appoints ParentAcquisition, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇Suza▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Guy ▇. ▇▇▇▇▇▇▇ (each▇▇ch, a "Proxy Holder"), or any either of them, with full power of substitution, its true and lawful proxy and attorney-in-fact to vote at any meeting (and any adjournment or postponement thereof) of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and Agreement, the Merger or any of the other transactions contemplated therebyby the Merger Agreement, or any Third Party Acquisition Proposal or any other transaction described in Section 3 hereofAcquisition, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted)meeting, all Stockholder Shares held Beneficially Owned by Stockholder of record as of the relevant record date of such meeting or written consent in favor of the approval of the Merger Agreement Agreement, the Merger and the other transactions contemplated thereby and by the Merger Agreement, with such modifications to the Merger Agreement as the parties thereto may make, or against any a Third Party Acquisition Proposal or Acquisition, as the case may be. Such proxy shall be limited strictly to the power to vote the Shares in the manner set forth in the preceding sentence and shall not extend to any other action described in Section 3(iv)(B) hereofmatters. (b) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted hereinStockholder. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her hers or its Stockholder Shares as required by in accordance with the requirements of Section 3 1(b) hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with the provisions of this Section 42. The vote of a the Proxy Holder shall control in any conflict between a his vote of such Stockholder Shares by a Proxy Holder and a vote by Stockholder of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a) hereofShares.

Irrevocable Proxy. Each Stockholder hereby revokes (aor agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably constitutes and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or any of them, with full power of substitution, its true and lawful proxy and Parent as attorney-in-fact to vote at and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any meeting (and any adjournment or postponement thereof) of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated therebyall GeoMet Stockholders Meetings, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) The vote or issue instructions to the record holder to vote, such Stockholder’s 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 Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy and power of attorney granted herein shall be irrevocable during for any purpose other than the term of purposes described in this Agreement, . The foregoing proxy shall be deemed to be a proxy coupled with an interest sufficient in law 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 this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to support an irrevocable Section 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and shall revoke all prior proxies granted by Stockholder which conflicts any substitution or revocation with the proxy granted hereinsecretary of GeoMet. Each Stockholder shall not grant any proxy to any person which conflicts with hereby affirms that the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder with respect to the matters set forth in this Section 4(a) hereof1.4 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent to enter into the APA and that such proxy is given to secure the obligations of the Stockholder under Section 1.1.

Irrevocable Proxy. (ai) Each Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to such Stockholder’s Shares, and hereby irrevocably constitutes appoints NMS as proxy for such Stockholder to vote such Stockholder’s Shares for such Stockholder and appoints Parentin such Stockholder’s name, which shall act by place and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇stead, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or in connection with any of them, with full power of substitution, its true and lawful proxy and attorney-in-fact to vote at any meeting (and any adjournment or postponement thereof) of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction matters described in Section 3 hereof3(a). The parties acknowledge and agree that neither NMS, nor NMS’s successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and Affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to execute any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind or nature whatsoever to any Stockholder in connection with or as a written result of any voting by NMS of the Shares subject to the irrevocable proxy hereby granted to NMS at any annual, special or other meeting or action or the execution of any consent of the stockholders of NMS. The parties acknowledge that, pursuant to the authority hereby granted under the irrevocable proxy, NMS may vote the Shares in lieu furtherance of its own interests, and NMS is not acting as a fiduciary for any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereofStockholder. (bii) The Notwithstanding the grant to NMS of the irrevocable proxy and power of attorney granted herein shall be in Section 3(c)(i) above, if NMS elects not to exercise its rights to vote a Stockholder’s Shares pursuant to such irrevocable proxy, then such Stockholder agrees to vote such Stockholder’s Shares during the term of this AgreementAgreement in favor of or against, shall be deemed to be coupled with an interest sufficient as the case may be, or give its consent to, as applicable, in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted hereineach case, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a3(a). (iii) hereofThe irrevocable proxy set forth in Section 3(c)(i) shall not be terminated by any act of any Stockholder or by operation of law, whether by the death or incapacity of a Stockholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which a Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date (as such term is hereinafter defined), a Stockholder should die or become incapacitated, or if any trust or estate holding such Stockholder’s Shares should be terminated, or if any corporation or partnership holding such Stockholder’s Shares should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates representing such Stockholder’s Shares shall be delivered by or on behalf of such Stockholder in accordance with the terms and conditions of this Agreement, and actions taken by NMS hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not NMS has received notice of such death, incapacity, termination, dissolution, liquidation or other event.

Irrevocable Proxy. (a) The Stockholder hereby agrees that, during the period commencing on the date hereof and ending on the Termination Date, the Stockholder hereby irrevocably constitutes and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), the Company or any individual designated by the Company, including the Chief Executive Officer, the Chief Financial Officer and the General Counsel of themthe Company, with full power of substitutionas such Stockholder’s agent, its true and lawful proxy and attorney-in-fact and proxy (with full power of substitution and resubstitution), for and in the name, place and stead of the Stockholder, to vote (or cause to be voted) the Subject Shares held of record by the Stockholder, in the manner set forth in Section 1, at any meeting (and Stockholder Meeting, however called, or in connection with any adjournment or postponement thereof) written consent of the stockholders of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein by the Stockholder hereunder is a durable power of attorney coupled with an interest and shall survive the death death, incapacity, illness, bankruptcy, dissolution or incapacity other inability to act of the Stockholder. (c) If Stockholder fails for any reason . With respect to vote his, her or its Stockholder Subject Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote which the Stockholder is the beneficial owner but not the holder of record, the Stockholder shall cause any holder of record of such Subject Shares at to grant to the Company or any meeting individual designated by the Company, including the Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Company's stockholders and , a proxy to the same effect as that described in any action by written consent this Section 1(e). The exercise of the Company's stockholders foregoing proxy shall not relieve the Stockholder from any liability hereunder for failing to comply with the terms of this Agreement. The Stockholder hereby affirms that the proxy set forth in this Section 1(e) is irrevocable, is coupled with an interest sufficient by applicable Law to support an irrevocable proxy, and is granted in consideration of the Company entering into the Exchange Agreement; provided, that, for the avoidance of doubt, the proxy set forth in this Section 1(e) shall terminate automatically upon termination of this Agreement in accordance with this Section 44(a). The vote of a Proxy Holder the proxyholder shall control in any conflict between a the vote by the proxyholder of such Stockholder the Stockholder’s Subject Shares by a Proxy Holder and a vote by the Stockholder of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a) hereofStockholder’s Subject Shares.

Irrevocable Proxy. (a) Subject to the restrictions in Section 1 hereof, Stockholder hereby irrevocably constitutes and appoints Parent, which shall act by and through ▇each of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a ""Proxy Holder"), or any of themacting singly, with full power of substitution, its Stockholder's true and lawful proxy and attorney-in-fact to vote all Shares with respect to which Stockholder has voting power at any meeting (and any adjournment or postponement thereof) of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction proposal described in the first paragraph of Section 3 hereof1 above (each a "Specified Proposal"), or to execute a and in any action by written consent of Company's stockholders in lieu of any such meeting (if so permitted)meeting, all Stockholder Shares held by Stockholder of record as of and instructs each Proxy Holder to vote in the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described manner specified in Section 3(iv)(B) hereof1 on any such Specified Proposal. (b) The proxy and power of attorney granted herein (i) is granted in consideration of the Parent's execution of the Merger Agreement, (ii) is intended to secure Company's obligations under the Merger Agreement and therefore shall be irrevocable during the term of this Agreement, (iii) shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and (iv) shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted hereinStockholder. Stockholder shall not grant any proxy to any person which that conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its the Shares with respect to which Stockholder Shares as required by has voting power in accordance with the requirements of Section 3 1 hereof, then the Proxy Holder shall have the right to vote the Shares with respect to which Stockholder Shares has voting power at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with the provisions of this Section 42. The vote of a the Proxy Holder shall control in any conflict between a Stockholder's vote of such Stockholder Shares by a Proxy Holder and a vote by Stockholder of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a) hereofShares.

Irrevocable Proxy. (a) In furtherance of the agreements contained in Section 3 of this Agreement, the Stockholder Party hereby irrevocably constitutes and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇grants to, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (eachappoints, a "Proxy Holder")Nortel Networks and any designees of Nortel Networks, or any and each of themthem individually, with full power of substitution, its true and lawful the Stockholder Party's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder Party, to vote at any meeting all Voting Shares, or grant a consent or approval in respect of the Voting Shares, or execute and deliver a proxy to vote the Voting Shares, (and any adjournment or postponement thereofx) subject to the proviso set forth in clause (i) of the Company's stockholders called for purposes first paragraph of considering whether to approve Section 3, in favor of the adoption of the Merger Agreement and approval of the terms thereof and each of the other transactions contemplated thereby, by the Merger Agreement and (y) against any Third Party Acquisition Proposal or any other transaction described matter referred to in clause (ii) of the first sentence of Section 3 hereof, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) The proxy Stockholder Party represents and power warrants to Nortel Networks that any proxies heretofore given in respect of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall Voting Shares are not grant any proxy to any person which conflicts with the proxy granted hereinirrevocable, and hereby revokes any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholdersuch proxies. (c) If The Stockholder fails for any reason to vote hisParty hereby affirms that the irrevocable proxy set forth in this Section 5 is given in connection with, her or its Stockholder Shares as required by Section 3 hereofand in consideration of, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting execution of the Company's stockholders Merger Agreement by Nortel Networks and in any action by written consent Sub, and that such irrevocable proxy is given to secure the performance of the Company's stockholders duties of such Stockholder Party under this Agreement. The Stockholder Party hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder Party hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 218 of the DGCL. The proxy granted in this Section 4. The vote of a Proxy Holder 5 shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder with respect remain valid until terminated pursuant to the matters set forth in Section 4(a) 9 hereof.

Irrevocable Proxy. (a) Stockholder During the period from the date of this Agreement until the Expiration Date, each Shareholder hereby irrevocably constitutes and appoints Parent, which shall act by and the Company through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇any designee of the Company, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (eacheach of them individually, a "Proxy Holder"), or any of themits proxies and attorneys-in-fact, with full power of substitutionsubstitution and resubstitution, its true and lawful proxy and attorney-in-fact to vote such Shareholder’s Company Ordinary Shares at every meeting of the shareholders of the Company called with respect to any meeting (of the following, and any at every adjournment or postponement thereof) of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement , and transactions contemplated thereby, any Third Party Acquisition Proposal on every action or any other transaction described in Section 3 hereof, or to execute a approval by written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as the shareholders of the relevant record date Company with respect to any matter referred to in favor Section 2.01(a) but not, for the avoidance of doubt, any matter referred to in Section 2.01(c) or Section 2.01(d) without a Shareholder’s prior written consent. This proxy and power of attorney is given by each such Shareholder in connection with, and in consideration of, the approval execution of the Merger Agreement by the Company and transactions contemplated thereby and against any Third Party Acquisition Proposal to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder shall take such further action or any execute such other action described in Section 3(iv)(B) hereof. (b) The instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted herein by each Shareholder shall be irrevocable during the term of this Agreementirrevocable, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder which conflicts a Shareholder with the proxy granted herein. Stockholder shall not grant any proxy respect to any person which conflicts with of the proxy granted herein, and any attempt to do so shall be voidSubject Shares. 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 Stockholder. (c) If Stockholder fails a Shareholder. Each Shareholder and the Company agree that the proxy granted by each Shareholder hereunder shall and does constitute a valid instrument of proxy for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting purposes of Article 26 of the Company's stockholders Company Memorandum and the Company shall deposit this instrument at its Resisted Office so as to comply in any action by written consent all respects with the Company Memorandum for the purposes of the Company's stockholders in accordance with this Section 4all meetings (and adjournments and postponements thereof) contemplated hereby. The vote proxy and power of a Proxy Holder attorney granted by each Shareholder hereunder shall control in any conflict between a vote automatically terminate and be revoked upon termination of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder with respect this Agreement pursuant to the matters set forth in Section 4(a) hereof4.01.

Irrevocable Proxy. (a) Stockholder Shareholder hereby irrevocably constitutes and appoints Parentthe Company, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or any either of them, with full power of substitution, its true and lawful proxy and attorney-in-fact to vote at any meeting (and any adjournment or postponement thereof) of the CompanyParent's stockholders shareholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal thereby or any other transaction described in Section 3 hereof, or to execute a written consent of stockholders shareholders in lieu of any such meeting (if so permitted), all Stockholder Shareholder Shares held by Stockholder Shareholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal the election of a group of individuals to replace the majority or any other action more of the individuals presently on the Parent Board as more fully described in Section 3(iv)(B3(iv) hereof. (b) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder Shareholder which conflicts with the proxy granted herein. Stockholder Shareholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of StockholderShareholder. (c) If Stockholder Shareholder fails for any reason to vote his, her or its Stockholder Shareholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shareholder Shares at any meeting of the CompanyParent's stockholders shareholders and in any action by written consent of the Company's stockholders shareholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shareholder Shares by a Proxy Holder and a vote of such Stockholder Shareholder Shares by Stockholder Shareholder with respect to the matters set forth in Section 4(a) hereof.

Irrevocable Proxy. (a) Stockholder During the period from the date of this Agreement until the Expiration Date, each Shareholder hereby irrevocably constitutes and appoints Parent, which shall act by and the Company through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇any designee of the Company, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (eacheach of them individually, a "Proxy Holder"), or any of themits proxies and attorneys-in-fact, with full power of substitutionsubstitution and resubstitution, its true and lawful proxy and attorney-in-fact to vote such Shareholder’s Company Ordinary Shares and Series B Shares, as applicable, at every meeting of the shareholders of the Company called with respect to any meeting (of the following, and any at every adjournment or postponement thereof) of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement , and transactions contemplated thereby, any Third Party Acquisition Proposal on every action or any other transaction described in Section 3 hereof, or to execute a approval by written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as the shareholders of the relevant record date Company with respect to any matter referred to in favor Section 2.01 and Section 2.02. This proxy and power of attorney is given by each such Shareholder in connection with, and in consideration of, the approval execution of the Merger Agreement by the Company and transactions contemplated thereby and against any Third Party Acquisition Proposal to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder shall take such further action or any execute such other action described in Section 3(iv)(B) hereof. (b) The instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted herein by each Shareholder shall be irrevocable during the term of this Agreementirrevocable, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder which conflicts a Shareholder with the proxy granted herein. Stockholder shall not grant any proxy respect to any person which conflicts with of the proxy granted herein, Subject Shares and any attempt to do so shall be voidthe Series B Shares. 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 Stockholder. (c) If Stockholder fails a Shareholder. Each Shareholder and the Company agree that the proxy granted by each Shareholder hereunder shall and does constitute a valid instrument of proxy for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting purposes of Article 26 of the Company's stockholders Company Memorandum and the Company shall deposit this instrument at its Resisted Office so as to comply in any action by written consent all respects with the Company Memorandum for the purposes of the Company's stockholders in accordance with this Section 4all meetings (and adjournments and postponements thereof) contemplated hereby. The vote proxy and power of a Proxy Holder attorney granted by each Shareholder hereunder shall control in any conflict between a vote automatically terminate and be revoked upon termination of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder with respect this Agreement pursuant to the matters set forth in Section 4(a) hereof4.01.

Irrevocable Proxy. Such Stockholder hereby revokes (aor prior hereto has caused to be revoked) any proxies that such Stockholder has heretofore granted with respect to the Subject Shares. Such Stockholder hereby irrevocably constitutes and (to the fullest extent permitted by law) appoints Parent, which shall act by and acting through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or any of themits authorized signatories, as the sole and exclusive attorney-in-fact and proxy for and on behalf of such Stockholder, with full power of substitutionsubstitution and resubstitution, its true for and lawful proxy in the name, place and attorney-in-fact stead of such Stockholder, to: (a) attend any and all meetings of the Company Stockholders, (b) vote, express consent or dissent or issue instructions to the record holder to vote such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any meeting (and any adjournment or postponement thereof) all meetings of the Company's stockholders called for purposes of considering whether Company Stockholders or in connection with any action sought to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a be taken by written consent of stockholders in lieu the Company 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 any such meeting (if so permitted)Section 1.1, all Stockholder written consents with respect to the Subject Shares held in connection with any action sought to be taken by Stockholder written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of record such Stockholder, as of applicable) until the relevant record date in favor of the approval termination of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal shall not be terminated by operation of law or upon the occurrence of any other action described event other than the termination of this Agreement pursuant to Section 4.2. Such 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. Such Stockholder hereby affirms that the proxy set forth in this Section 3(iv)(B) hereof. (b) 1.5 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub 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 in this Section 1.5 is executed and power of attorney granted herein shall intended to be irrevocable during irrevocable, subject, however, to its automatic termination upon the term termination of this Agreement, shall be deemed Agreement pursuant to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted hereinSection 4.2. Each Stockholder shall not grant enter into any proxy agreement or understanding with any Person to vote or give instructions in any person which conflicts manner inconsistent with the proxy granted herein, and any attempt to do so shall be void. The power terms of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a) hereof1.5.

Irrevocable Proxy. (a) The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the Stockholder has heretofore granted with respect to its Shares. In the event and to the extent that the Stockholder fails to vote the Shares in accordance with Section 3 at any applicable meeting of the stockholders of the Company or pursuant to any applicable written consent of the stockholders of the Company, the Stockholder shall be deemed to have irrevocably constitutes and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇granted to, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (eachappointed, a "Proxy Holder")the Company, and any individual designated in writing by it, and each of them individually, as his, her or any of them, with full power of substitution, its true and lawful proxy and attorney-in-fact (with full power of substitution), for and in its name, place and stead, to vote his, her or its Shares in any action by written consent of the Company stockholders or at any meeting (and any adjournment or postponement thereof) of the Company's ’s stockholders called with respect to any of the 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 the purposes of considering whether described in this Agreement and the Stockholder affirms that the proxy set forth in this Section 5 is given in connection with, and granted in consideration of, and as an inducement to approve the Company, Parent and Merger Sub to enter into the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or that such proxy is given to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as secure the obligations of the relevant record date in favor of Stockholder under Section 3. Except as otherwise provided for herein, the approval of Stockholder hereby affirms that the Merger Agreement irrevocable proxy is coupled with an interest and transactions contemplated thereby may under no circumstances be revoked and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) that such irrevocable proxy is executed and intended to be irrevocable. The irrevocable proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If such Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then and the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote obligations of such Stockholder Shares by a Proxy Holder shall be binding on such Stockholder’s heirs, personal representatives, successors, transferees and a vote assigns. Notwithstanding any other provisions of such Stockholder Shares by Stockholder with respect to this Agreement, the matters set forth in Section 4(a) hereofirrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. (a) Each Stockholder hereby irrevocably constitutes and appoints ParentParent and each of its officers, effective as of the time specified in the last sentence of Section 2.01 until the termination of this Agreement in accordance with Section 6.01 (at which point such constitution and appointment shall act by automatically be revoked) as such Stockholder’s attorney, agent and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇proxy (such constitution and appointment, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"the “Irrevocable Proxy”), or any of them, with full power of substitution, its true and lawful proxy and attorney-in-fact to vote and otherwise act with respect to the Stockholder’s Shares at any meeting (and any adjournment or postponement thereof) of stockholders of the Company's stockholders called for purposes of considering Company (whether to approve annual or special and whether or not an adjourned or postponed meeting), on the Merger Agreement matters and transactions contemplated thereby, any Third Party Acquisition Proposal or in the manner specified in Section 2.01 (but not on any other transaction described in matters). THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM A STOCKHOLDER MAY TRANSFER ANY OF HIS OR HER SHARES IN BREACH OF THIS AGREEMENT. Each Stockholder hereby revokes all other proxies and powers of attorney with respect to such Stockholder’s Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 3 hereof2.01, and no subsequent proxy or to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreementgiven (and if given, shall not be deemed effective) by any Stockholder with respect thereto. All authority herein conferred or agreed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and conferred shall survive the death or incapacity of any Stockholder and any obligation of the Stockholder under this Agreement shall be binding upon the heirs, personal representatives, successors and assigns of such Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a) hereof.

Irrevocable Proxy. (a) Each Stockholder hereby irrevocably constitutes revokes (or agrees to cause to be revoked) any and appoints Parent, which shall act all previous proxies granted with respect to the Company Shares Beneficially Owned by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or such Stockholder with respect to any of them, with full power of substitution, its true and lawful the matters contemplated by Section 2.1 above. Each Stockholder agrees not to grant any proxy and attorney-in-fact (whether revocable or irrevocable) to vote at any meeting (and any adjournment or postponement thereof) of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which Person that conflicts with the proxy granted herein. by such Stockholder shall not grant any proxy pursuant to any person which conflicts with the proxy granted hereinthis Section 2.2, and any attempt to do so shall be voidvoid and of no force and effect. By entering into this Agreement, each Stockholder hereby grants a proxy in the form attached hereto as Exhibit A appointing Parent as such Stockholder’s sole and exclusive attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder’s name, to vote or act by written consent, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 2.1 above as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Company Shares Beneficially Owned by such Stockholder. The proxy granted by each Stockholder pursuant to this Article 2 is irrevocable and is granted in consideration of Parent and Acquisition Sub entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses and is given to secure the performance of the duties of each Stockholder under this Agreement. Each Stockholder shall take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy. The proxy granted by each Stockholder shall not be exercised to vote, consent or act on any matter except as contemplated by Section 2.1 above. The proxy granted by each Stockholder shall be revoked, terminated and of no further force or effect, automatically and without further action, upon termination of this Agreement in accordance with Section 6.3 hereof. The power of attorney granted herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a) hereof.

Irrevocable Proxy. (a) Stockholder Holder hereby revokes any and all other proxies, consents or powers of attorney in respect of any Covered Shares and agrees that, during the period commencing on the date hereof and ending on the date this Agreement terminates in accordance with Section 5, Holder hereby irrevocably constitutes and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), BigBear or any of themindividual designated by BigBear as Holder’s agent, with full power of substitution, its true and lawful proxy and attorney-in-fact and proxy (with full power of substitution and resubstitution), for and in the name, place and stead of Holder, to vote (or cause to be voted) Holder’s Covered Shares, in the manner set forth in Section 1.1, at any meeting (and any adjournment or postponement thereof) of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated therebyIssuer, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereofhowever called, or to execute a in connection with any written consent of the stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) Issuer. The proxy and power of attorney granted herein by Holder hereunder is a durable power of attorney coupled with an interest and, if Holder is an individual, shall be irrevocable during survive the term death, incapacity, illness, bankruptcy, dissolution or other inability to act of Holder. With respect to Covered Shares as to which Holder is the beneficial owner but not the holder of record, Holder shall cause any holder of record of such Covered Shares to grant to BigBear or any individual designated by BigBear a proxy to the same effect as that described in this Section 1.2. The exercise of the foregoing proxy shall not relieve Holder from any liability hereunder for failing to comply with the terms of this Agreement. Holder hereby affirms that the proxy set forth in this Section 1.2 is irrevocable, shall be deemed to be is coupled with an interest sufficient in law Law to support an irrevocable proxy proxy, and shall revoke all prior proxies is granted by Stockholder which conflicts with in consideration of the BigBear Parties entering into the Merger Agreement; provided, that, for the avoidance of doubt, the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and set forth in any action by written consent of the Company's stockholders in accordance with this Section 41.2 shall terminate automatically upon termination of this Agreement. The vote of a Proxy Holder the proxyholder shall control in any conflict between a the vote by the proxyholder of such Stockholder Holder’s Covered Shares by a Proxy Holder and a vote by Holder of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a) hereofHolder’s Covered Shares.

Irrevocable Proxy. (a) Stockholder hereby irrevocably constitutes and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or any of themAcquisition, with full power of substitution, its true and lawful proxy and attorney-in-fact (the "Proxy Holder") to vote at any meeting (and any adjournment or postponement thereof) of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 2 hereof, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B2(iii)(B) or (C) hereof. (b) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted hereinStockholder. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 2 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 43. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a) hereofStockholder.

Irrevocable Proxy. The Shareholder hereby revokes (aor agrees to cause to be revoked) Stockholder any proxies that the Shareholder has heretofore granted with respect to the Subject Shares. The Shareholder hereby irrevocably constitutes and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or any of them, with full power of substitution, its true and lawful proxy and the Company as attorney-in-fact and proxy for and on behalf of the Shareholder, for and in the name, place and stead of the Shareholder, to: (a) attend any and all meetings of C3J Therapeutics Shareholders, (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 meeting (and all meetings of C3J Therapeutics Shareholders or in connection with any adjournment or postponement thereof) of the Company's stockholders called for purposes of considering whether action sought to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a be taken by written consent of stockholders in lieu C3J Therapeutics Shareholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of any such meeting (if so permitted)Section 1.1, all Stockholder written consents with respect to the Subject Shares held at any and all meetings of C3J Therapeutics Shareholders or in connection with any action sought to be taken by Stockholder written consent of record as of C3J Therapeutics Shareholders without a meeting. The Company agrees not to exercise the relevant record date in favor of proxy granted herein for any purpose other than the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action purposes described in Section 3(iv)(B) hereof. (b) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, . The foregoing proxy shall be deemed to be a proxy coupled with an interest sufficient interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Shareholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2. The Shareholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of C3J Therapeutics. The Shareholder hereby affirms that the proxy set forth in law this Section 1.5 is given in connection with and granted in consideration of and as an inducement to support an the Company, C3J Therapeutics and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Shareholder under Section 1.1. 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 Shareholder but are not held of record by the Shareholder (other than shares beneficially owned by the Shareholder that are held in the name of a bank, broker or nominee), the Shareholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and shall revoke take all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails other actions provided for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder 1.5 with respect to the matters set forth in Section 4(a) hereofsuch Subject Shares.

Irrevocable Proxy. (a) Stockholder To secure the Athyrium Investors’ obligations to vote their Warrant Shares in accordance with this section, each Athyrium Investor hereby irrevocably constitutes and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder")the Chairman of the Board of Directors or the Chief Executive of the Company, or any either of themthem from time to time, or their designees, as such Athyrium Investor’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, its true and lawful proxy and attorney-in-fact to vote at any meeting all of such Athyrium Investors’ Warrant Shares as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Athyrium Investor if, and only if, such Athyrium Investor fails to vote all of their Warrant Shares or execute such other instruments in accordance with the provisions of this Agreement within five (and any adjournment or postponement thereof5) days of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal ’s or any other transaction described in Section 3 hereof, or to execute a party’s written request for such Athyrium Investor’s written consent of stockholders in lieu of any or signature; provided, however, that with respect to such meeting Athyrium Investor, the Company shall only exercise such proxy and appointment if the Company provides five (if so permitted)5) days prior written notice to the Athyrium Investors, all Stockholder Shares held by Stockholder of record as together with such information pertaining to the Sale of the relevant record date in favor of Company as may be reasonably requested by the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) Athyrium Investors. The proxy and power of attorney granted herein shall be irrevocable during the term of by each Athyrium Investor pursuant to this Agreement, shall be deemed to be section are coupled with an interest sufficient in law and are given to support an irrevocable secure the performance of such party’s duties under this Agreement. Each such proxy and shall revoke all prior proxies granted by Stockholder which conflicts with power will be irrevocable for the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be voidterm hereof. The power of attorney granted herein proxy and power, so long as any party hereto is a durable power of attorney and shall an individual, will survive the death death, incompetency and disability of such party or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting other individual holder of the Company's stockholders and in Warrant Shares and, so long as any action by written consent of party hereto is an entity, will survive the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote merger or reorganization of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a) hereofparty or any other entity holding any Warrant Shares.

Irrevocable Proxy. Stockholder hereby revokes (aor agrees to cause to be revoked) any proxies that Stockholder has heretofore granted with respect to the Subject Shares. Stockholder hereby irrevocably constitutes and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or any of them, with full power of substitution, its true and lawful proxy and Parent as attorney-in-fact to vote at any meeting (and any adjournment or postponement thereof) proxy for and on behalf of the Company's stockholders called Stockholder, for purposes and in the name, place and stead of considering whether Stockholder, to: (a) attend any and all meetings of Company Stockholders with respect to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction matters described in Section 3 hereof1.1, (b) vote, express consent or dissent or issue instructions to execute a the record holder to vote the Subject Shares in accordance with the provisions of Section 1.1 at any and all meetings of Company Stockholders or in connection with any action sought to be taken by written consent of stockholders Company Stockholders without a meeting, in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of each case with respect to the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action matters described in Section 3(iv)(B1.1, and (c) hereof. (b) The 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 Company Stockholders or in connection with any action sought to be taken by written consent of Company Stockholders without a meeting, in each case with respect to the matters described in Section 1.1. Parent agrees not to exercise the proxy and power of attorney granted herein shall be irrevocable during for any purpose other than the term of purposes described in this Agreement, Section 1.4 and only in the event that Stockholder has breached its obligations under Section 1.1. The foregoing proxy shall be deemed to be a proxy coupled with an interest sufficient 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 termination of this Agreement and shall not be terminated by operation of law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2. 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. Stockholder hereby affirms that the proxy set forth in law this Section 1.4 is given in connection with and granted in consideration of and as an inducement to support an Parent and the Company to enter into the Merger Agreement and that such proxy is given to secure the obligations of 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. With respect to any Subject 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 Subject Shares to grant the irrevocable proxy and shall revoke take all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails other actions provided for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder 1.4 with respect to the matters set forth in Section 4(a) hereofsuch Subject Shares.

Irrevocable Proxy. (a) In furtherance of the agreements contained in Section 3 of this Agreement, the Voting Stockholder hereby irrevocably constitutes grants to and appoints Parent and each of the executive officers of Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇in their respective capacities as officers of Parent, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇as the case may be, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (eachany individual who shall hereafter succeed to any such office of Parent, a "Proxy Holder")and each of them individually, or any of them, with full power of substitution, its true and lawful the Voting Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Voting Stockholder, to vote at any meeting (and any adjournment all Subject Shares beneficially owned by the Voting Stockholder that are outstanding from time to time, to grant or postponement thereof) withhold a consent or approval in respect of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement Subject Shares and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute and deliver a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of proxy to vote the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) Subject Shares. The foregoing proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be a proxy coupled with an interest sufficient interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Voting Stockholder) 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 12(d) hereof. The Voting Stockholder represents and warrants to Parent that all proxies heretofore given in law to support an respect of the Subject Shares are not irrevocable and that all such proxies have been properly revoked or are no longer in effect as of the date hereof. The Voting Stockholder hereby affirms that the irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder with respect to the matters set forth in this Section 4(a) hereof5 is given by the Voting Stockholder in connection with, and 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 Voting Stockholder under Section 3 of this Agreement. Parent covenants and agrees with the Voting Stockholder that Parent will exercise the foregoing proxy consistent with the provisions of Section 3 of this Agreement.

Irrevocable Proxy. (a) Stockholder hereby irrevocably constitutes grants to, and appoints appoints, Parent and any individual who shall be designated by Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or any of them, with full power of substitution, its true and lawful Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares, at any meeting (and of stockholders of the Company or at any adjournment thereof or postponement thereof) of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or in any other transaction described circumstances upon which their vote, consent or other approval is sought, in Section 3 hereof, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held the manner contemplated by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement Sections 4(a)(i) and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B4(a)(ii) hereof. (b) The proxy Stockholder represents and power warrants that any proxies heretofore given in respect of attorney granted herein shall be the Subject Shares are not irrevocable during and that any such proxies are hereby revoked. (c) Stockholder understands and acknowledges that Parent is entering into the term Merger Agreement in reliance upon Stockholder's execution and delivery of this Agreement, shall be deemed . STOCKHOLDER HEREBY AFFIRMS THAT THE PROXY SET FORTH IN THIS SECTION 1 IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL SUCH TIME AS THIS AGREEMENT TERMINATES IN ACCORDANCE WITH ITS TERMS AND THAT NO SUBSEQUENT PROXIES WITH RESPECT TO THE SUBJECT SHARES SHALL BE GIVEN (AND IF GIVEN SHALL NOT BE EFFECTIVE). Stockholder hereby further affirms that the irrevocable proxy is given in connection with the execution of the Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be coupled with an interest sufficient in law to support an done by virtue hereof. Such irrevocable proxy is executed and shall revoke all prior proxies granted by Stockholder which conflicts intended to be irrevocable in accordance with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with provisions of Section 212 of the proxy granted herein, and any attempt to do so shall be voidDGCL. The power of attorney granted herein by Stockholder is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a) hereof.

Irrevocable Proxy. In order to secure each Shareholder’s obligation to vote such holder’s Shares in accordance with the provisions of this Agreement, each Shareholder hereby appoints the person serving from time to time as the Chief Executive Officer of the Company and the person serving from time to time as the Chairman of the Board (aor if the Chairman of the Board is the same person as the Chief Executive Officer, the Secretary of the Company) Stockholder hereby irrevocably constitutes and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or any of them, with full power of substitution, its “Proxyholder”) as such Shareholder’s true and lawful proxy and attorney-in-fact fact, with full power of substitution, to vote at any meeting all of such holder’s Shares for the election and/or removal of directors solely as expressly provided for in this Agreement or the increase of authorized shares of Common Stock pursuant to and in accordance with the terms and provisions of Section 2 (and any adjournment or postponement thereof) of collectively, the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted“Applicable Terms”), and each Shareholder hereby authorizes each of them to represent and vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner which is inconsistent with the Applicable Terms, all Stockholder of such Shareholder’s Shares held by Stockholder of record as of the relevant record date in favor of the approval election of persons as members of the Merger Board as determined pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares of Common Stock pursuant to and transactions contemplated thereby in accordance with the terms and against provisions of Section 2 or to take any Third Party Acquisition Proposal action necessary to effect Section 2. Each Proxyholder may exercise the irrevocable proxy granted to him or her hereunder at any other action described in time such holder fails to comply with the provisions of this Agreement. The proxies and powers granted by each holder pursuant to this Section 3(iv)(B) hereof. (b) The proxy 4.2 are coupled with an interest and power are given to secure the performance of attorney granted herein shall such holder’s obligations under this Agreement. Such proxies and powers will be irrevocable during for the term of this AgreementAgreement and will survive the death, incompetence or disability of such holder and the respective holders of their Shares. The proxy granted hereunder shall terminate automatically and shall be deemed of no further force and effect upon termination pursuant to be coupled Section 5 below. Each party hereto hereby represents that this Agreement has been duly authorized, executed and delivered by such party. Each Shareholder party hereto hereby represents that this Agreement (a) constitutes the valid and binding obligation of such party, enforceable in accordance with an interest sufficient in law its terms and (b) such party is not party to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder any voting trust or other agreement which is inconsistent with or conflicts with the proxy granted hereinprovisions of this Agreement. Stockholder shall not grant Each Shareholder party hereto hereby revokes any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power all previous proxies or powers of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 5, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth in Section 4(a) hereofherein.

Irrevocable Proxy. (a) Stockholder The Subscriber hereby irrevocably constitutes and appoints Parentthe Board of Directors of the Company, which shall who will act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇majority vote, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or any of them, with full power of substitution, its as the Subscriber’s true and lawful proxy and attorney-in-fact , with the power to vote at any meeting (act alone and any adjournment with full power of substitution by delegation to a single member of the Board of Directors or postponement thereof) to an executive officer of the Company's stockholders called , to, consistent with this instrument and on behalf of the Subscriber, (i) vote all Securities held of record by the Subscriber, (ii) give and receive notices and communications, (iii) execute any written consent, instrument or document that the Board of Directors determines is necessary or appropriate at the Board of Directors’ complete discretion, and (iv) take all actions necessary or appropriate in the judgment of the Board of Directors for purposes the accomplishment of considering whether the foregoing. The proxy and power granted by the Subscriber pursuant to approve this Section are coupled with an interest. Such proxy and power will be irrevocable. The proxy and power, so long as the Merger Agreement Subscriber is an individual, will survive the death, incompetency and transactions contemplated therebydisability of the Subscriber and, any Third Party Acquisition Proposal so long as the Subscriber is an entity, will survive the merger or reorganization of the Subscriber or any other transaction described in Section 3 hereofentity holding the Securities. However, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as the Proxy will terminate upon the earlier of the relevant record date in favor closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the approval Securities Act covering the offer and sale of Common Stock, the Merger Agreement effectiveness of a registration statement under the Exchange Act covering the Common Stock or five years after the execution of this Subscription Agreement. The Board of Directors is an intended third-party beneficiary of this Section and transactions contemplated thereby has the right, power and against any Third Party Acquisition Proposal authority to enforce the provisions hereof as though he or any other action described in Section 3(iv)(B) hereofshe was a party hereto. (b) The Other than with respect to the gross negligence or willful misconduct of the Board of Directors, in its capacity as the Subscriber’s true and lawful proxy and power attorney pursuant to this Section (collectively, the “Proxy”), the Proxy will not be liable for any act done or omitted in his, her or its capacity as representative of attorney granted herein shall be irrevocable during the term of Subscriber pursuant to this Agreement, shall be deemed to be coupled with an interest sufficient instrument while acting in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted hereingood faith, and any attempt act done or omitted pursuant to do so shall the written advice of outside counsel will be voidconclusive evidence of such good faith. The power Proxy has no duties or responsibilities except those expressly set forth in this instrument, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of attorney granted herein is a durable power the Subscriber otherwise exist against the Proxy. The Subscriber shall indemnify, defend and hold harmless the Proxy from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of attorney counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Proxy Losses”) arising out of or in connection with any act done or omitted in the Proxy’s capacity as representative of the Subscriber pursuant to this instrument, in each case as such Proxy Losses are suffered or incurred; provided, that in the event that any such Proxy Losses are finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Proxy, the Company shall reimburse the Subscriber the amount of such indemnified Proxy Losses to the extent attributable to such gross negligence or willful misconduct (provided that the Proxy’s aggregate liability hereunder shall in no event exceed the Purchase Price). In no event will the Proxy be required to advance his, her or its own funds on behalf of the Subscriber or otherwise. The Subscriber acknowledges and agrees that the foregoing indemnities will survive the death resignation or incapacity removal of Stockholderthe Proxy or the termination of this instrument. (c) If Stockholder fails A decision, act, consent or instruction of the Proxy constitutes a decision of the Subscriber and is final, binding and conclusive upon the Subscriber. The Company, shareholders of the Company and any other third party may rely upon any decision, act, consent or instruction of the Proxy as being the decision, act, consent or instruction of the Subscriber. The Company, shareholders of the Company and any other third party are hereby relieved from any liability to any person for any reason to vote his, her or its Stockholder Shares as required acts done by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders them in accordance with such decision, act, consent or instruction of the Proxy. (d) The Subscriber hereby agrees to take any and all actions determined by the Company’s board of directors in good faith to be advisable to reorganize this instrument and any Securities held by the Subscriber into a special-purpose vehicle or other entity designed to aggregate the interests of holders of Securities issued in this Offering. (e) If any provision of this Proxy or any part of any this Section 4. The vote of a Proxy Holder shall control 5 is held under any circumstances to be invalid or unenforceable in any conflict between a vote of jurisdiction, then (a) such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the matters set forth fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in Section 4(asuch jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) hereofthe invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this Proxy. Each provision of this proxy is separable from every other provision of this proxy, and each part of each provision of this Proxy is separable from every other part of such provision.

Irrevocable Proxy. (a) The Stockholder hereby irrevocably constitutes appoints Parent and appoints any written designee of Parent, which and each of them individually, its proxies and attorney-in-fact, with full power of substitution and resubstitution, to vote the Stockholder’s Shares at the Stockholder Meeting or at any other meeting of the holders of Company Common Stock called to consider any of the Required Vote Matters; provided that this proxy and power of attorney granted by the Stockholder shall act be effective if, and only if, the Stockholder has not delivered to the Company at least three (3) Business Days prior to such meeting, a duly executed proxy card voting the Stockholder’s Shares on a Required Vote Matter in accordance with Section 1(a) of this Agreement, as applicable, and has not revoked such duly executed proxy card. This proxy and power of attorney is given by the Stockholder in connection with, and through ▇in consideration of, the execution of the Merger Agreement by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or any of them, with full power of substitution, its true and lawful proxy and attorney-in-fact to vote at any meeting (and any adjournment or postponement thereof) secure the performance of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as duties of the relevant record date in favor Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) The this proxy. This proxy and power of attorney granted herein by the Stockholder shall be irrevocable during the term of this Agreementirrevocable, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by a Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy respect to any person which conflicts with of the proxy granted herein, and any attempt to do so shall be voidShares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, liquidation, death or incapacity of, or other similar event or events involving, a Stockholder, and actions taken by Parent hereunder shall be as valid as if such dissolution, bankruptcy, liquidation, death or incapacity or other similar event or events had not occurred, regardless of Stockholder. (cwhether or not Parent has received notice of such dissolution, bankruptcy, liquidation, death or incapacity or other similar event or events. The proxy and power of attorney granted hereunder shall terminate at the Expiration Time pursuant to Section 3. The irrevocable proxy granted pursuant to this Section 1(c) If Stockholder fails for shall not be terminated by any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote act of the Stockholder Shares at any meeting or by operation of Law until the Company's stockholders and in any action by written consent valid termination of the Company's stockholders in accordance with this Agreement pursuant to Section 4. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a) hereof5.

Irrevocable Proxy. (a) Stockholder Each Holder hereby revokes any and all other proxies, consents or powers of attorney in respect of any Covered Shares and agrees that, during the Restricted Period, such Holder hereby irrevocably constitutes and appoints Parent, which shall act the Company or any individual designated by and through the Company as such H▇▇▇▇▇▇▇ ▇. ▇▇’s agent, attorney-in-fact and proxy (with full power of substitution and resubstitution), for and in the name, place and stead of such H▇▇▇▇▇, to vote (or cause to be voted) such H▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇’s Covered Shares, and ▇▇▇▇in the manner set forth in Section 1.1, at any Stockholder Meeting, however called, or in connection with any written consent of the stockholders of R▇▇▇ ▇▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or any of them, with full power of substitution, its true and lawful proxy and attorney-in-fact to vote at any meeting (and any adjournment or postponement thereof) of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) The proxy and power of attorney granted herein by each Holder hereunder is a durable power of attorney coupled with an interest and shall be irrevocable during survive the term death, incapacity, illness, bankruptcy, dissolution or other inability to act of each such Holder. With respect to Covered Shares as to which any Holder is the beneficial owner but not the holder of record, such Holder shall cause any holder of record of such Covered Shares to grant to the Company or any individual designated by the Company a proxy to the same effect as that described in this Section 1.2. The exercise of the foregoing proxy shall not relieve any Holder from any liability hereunder for failing to comply with the terms of this Agreement. Each Holder hereby affirms that the proxy set forth in this Section 1.2 is irrevocable, shall be deemed to be is coupled with an interest sufficient in law to support an irrevocable proxy proxy, and shall revoke all prior proxies is granted by Stockholder which conflicts with in consideration of the Company entering into the Business Combination Agreement; provided, that, for the avoidance of doubt, the proxy granted herein. Stockholder set forth in this Section 1.2 shall not grant any proxy to any person which conflicts terminate automatically upon termination of this Agreement in accordance with the proxy granted herein, and any attempt to do so shall be voidSection 5. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders proxyholder in accordance with this Section 4. The vote of a Proxy Holder 1.2 shall control in any conflict between a the vote by the proxyholder of such Stockholder any Holder’s Covered Shares by a Proxy Holder in accordance with this Section 1.2 and a vote by the applicable Holder of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a) hereofH▇▇▇▇▇’s Covered Shares.

Irrevocable Proxy. (a) Stockholder Each Holder hereby revokes any and all other proxies, consents or powers of attorney in respect of any of its Covered Shares and agrees that, during the Restricted Period, such Holder hereby irrevocably constitutes appoints each of Parent and appoints Parentthe Company, which shall act or any individual designated by and through Parent or the Company, as such ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇’s agent, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or any of them, with full power of substitution, its true and lawful proxy and attorney-in-fact and proxy (with full power of substitution and resubstitution), for and in the name, place and stead of such Holder, to vote (or cause to be voted) or give consent with respect to (or cause consent to be given with respect to) all such Holder’s Covered Shares, in the manner set forth in Section 2(a), at any meeting (and any adjournment or postponement thereof) of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated therebyStockholder Meeting, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereofhowever called, or to execute a in connection with any written consent of the stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) Parent. The proxy and power of attorney granted herein by each Holder hereunder is a durable power of attorney coupled with an interest and shall be irrevocable during survive the term death, incapacity, illness, bankruptcy, dissolution or other inability to act of any Holder. With respect to Covered Shares as to which any Holder is the beneficial owner but not the holder of record, such Holder shall cause any holder of record of such Covered Shares to grant to each of Parent and the Company, or any individual designated by Parent or the Company, a proxy to the same effect as that described in this Section 2(b). The exercise of the foregoing proxy shall not relieve any Holder from any liability hereunder for failing to comply with the terms of this Agreement. Each Holder hereby affirms that the proxy set forth in this Section 2(b) is irrevocable, shall be deemed to be is coupled with an interest sufficient in law to support an irrevocable proxy proxy, and shall revoke all prior proxies is granted by Stockholder which conflicts with in consideration of Parent and the Company entering into the Merger Agreement; provided, that, for the avoidance of doubt, the proxy granted herein. Stockholder set forth in this Section 2(b) shall not grant any proxy to any person which conflicts terminate automatically upon termination of this Agreement in accordance with the proxy granted herein, and any attempt to do so shall be voidSection 5. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders proxyholder in accordance with this Section 4. The vote of a Proxy Holder 2(b) shall control in any conflict between a the vote by the proxyholder of such Stockholder any Holder’s Covered Shares by a Proxy Holder in accordance with this Section 2(b) and a vote by the applicable Holder of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a) hereofHolder’s Covered Shares.

Irrevocable Proxy. (a) Stockholder The Shareholder hereby irrevocably constitutes and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇grants to, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (eachappoints, a "Proxy Holder")MathStar and any designee of MathStar, or any and each of themthem individually, with full power of substitution, its true and lawful as the Shareholder’s proxy and attorney-in-fact (with full power of substitution and resubstitution), for and in the name, place and stead of the Shareholder, to vote at any meeting (and any adjournment or postponement thereof) the Shares of the Company's stockholders called for purposes Shareholder, or grant a consent or approval in respect of considering whether to approve the Shares of the Shareholder in a manner consistent with Section 1.2. The Shareholder understands and acknowledges that MathStar is entering into the Merger Agreement in reliance upon the Shareholder’s execution and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described delivery of this Agreement. The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 3 hereof, or to execute a written consent of stockholders 1.3 is given in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of connection with the relevant record date in favor of the approval execution of the Merger Agreement Agreement, and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) that such irrevocable proxy is given to secure the performance of the duties of the Shareholder under this Agreement. The Shareholder agrees that this proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be Agreement and is coupled with an interest sufficient in at law to support an irrevocable proxy and given to MathStar as an inducement to enter into the Merger Agreement and, to the extent permitted under applicable law, shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to be valid and binding on any person which conflicts with to whom the proxy granted hereinShareholder may transfer any of his, and any attempt to do so shall be voidher or its Shares in breach of this Agreement. The power of attorney granted Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. All authority herein is a durable power of attorney and conferred or agreed to be conferred shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for the Shareholder, and any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting obligation of the Company's stockholders Shareholder under this Agreement shall be binding upon the heirs, personal representatives, successors and in any action by written consent assigns of the Company's stockholders in accordance with this Section 4Shareholder. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder with respect Notwithstanding anything to the matters set forth in contrary herein, the irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement pursuant to Section 4(a) 4 hereof.

Irrevocable Proxy. (a) Each Stockholder hereby irrevocably constitutes and appoints Parent, which shall act by Parent and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇each of its current and future executive officers, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ each of them individually, as such Stockholder’s attorney-in-fact, agent and proxy (eachsuch constitution and appointment, a "Proxy Holder"the “Irrevocable Proxy”), or any of them, with full power of substitutionsubstitution and resubstitution, its true and lawful proxy and attorney-in-fact to vote at any meeting (and any adjournment or postponement thereof) otherwise act with respect to all of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder ’s Shares at any meeting of the Company's stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), and in any action by written consent of the stockholders of the Company's stockholders , on the matters specified in, and in accordance and consistent with this the manner specified in Section 41.1. The vote THE PROXY AND POWER OF ATTORNEY GRANTED HEREBY BY EACH STOCKHOLDER ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM SUCH STOCKHOLDER MAY TRANSFER ANY OF HIS/HER/ITS SHARES IN BREACH OF THIS AGREEMENT. Each Stockholder hereby revokes all other proxies and powers of a Proxy Holder attorney with respect to all of such Stockholder’s Shares that may have heretofore been appointed or granted, and no subsequent proxy or power of attorney shall control in be given (and if given, shall not be effective) by such Stockholder with respect thereto on the matters covered by Section 1. 1. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of any conflict between a vote particular Stockholder, and any obligation of such Stockholder Shares by a Proxy Holder under this Agreement shall be binding upon the heirs, personal representatives, successors and a vote assigns of such Stockholder Stockholder. It is agreed that Parent will only vote, or act by written consent in lieu of a meeting or otherwise with respect to, such Stockholder’s Shares by Stockholder with respect to the matters set forth specified in, and in accordance with the provisions of, Section 4(a) 1.1 hereof.

Irrevocable Proxy. (a) Stockholder hereby irrevocably constitutes and appoints Parentthe Company, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "“Proxy Holder"”), or any either of them, with full power of substitution, its true and lawful proxy and attorney-in-fact to vote at any meeting (and any adjournment or postponement thereof) of the Company's Parent’s stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal thereby or any other transaction described in Section 3 2 hereof, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B2(iii) hereof. (b) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 2 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's Parent’s stockholders and in any action by written consent of the Company's Parent’s stockholders in accordance with this Section 43. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a3(a) hereof.

Irrevocable Proxy. (a) Each Stockholder hereby revokes any proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Shares, hereby irrevocably constitutes and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or any of them, with full power of substitution, its true and lawful proxy and Parent as attorney-in-fact to vote at and proxy in accordance with the DGCL for and on such Stockholder’s behalf, for and in such Stockholder’s name, place and stead, to: (a) attend any meeting (and any adjournment or postponement thereof) all meetings of the stockholders of the Company's stockholders called ; (b) vote the Shares of such Stockholder in accordance with the provisions of clause (A) of each of Sections 1(a)(ii) and (iii) at any such meeting; and (c) represent and otherwise act for purposes of considering whether such Stockholder in the same manner and with the same effect as if such Stockholder were personally present at any such meeting; provided, however, that the foregoing proxy shall only be permitted to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal be exercised by Parent or any other transaction described designee or representative thereof as to any Stockholder in the event of a failure by such Stockholder to act in accordance with such Stockholder’s obligations as to voting pursuant to Section 1(a) (by submitting a duly completed proxy statement, proxy card or broker voting instruction card, as applicable) no later than the fifth Business Day prior to any meeting of the stockholders of the Company referred to in Section 3 hereof1(a)(i). The foregoing proxy is coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or to execute a written consent insanity of stockholders in lieu the Stockholder) until the end of the Restricted Period and shall not be terminated by operation of Law or upon the occurrence of any other event other than following a termination of this Agreement pursuant to Section 5.15. Each Stockholder authorizes such meeting (if so permitted)attorney-in-fact and proxy to substitute any other Person to act hereunder, all Stockholder Shares held by Stockholder of record as to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of the relevant record date Company. Each Stockholder hereby affirms that the irrevocable proxy set forth in favor of this Section 2 is given in connection with the approval execution by Parent of the Merger Agreement and transactions contemplated thereby 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 against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed intended to be coupled with an interest sufficient in law irrevocable. Each Stockholder agrees not to support an irrevocable grant any proxy and shall revoke all prior proxies granted by Stockholder which that conflicts or is inconsistent with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of StockholderParent in this Agreement. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a) hereof.

Irrevocable Proxy. (a) Stockholder hereby irrevocably constitutes This Subscription Agreement grants an irrevocable proxy to the Company’s CEO to (i) vote all securities held of record by the Subscriber (including any shares of the Company’s capital stock that the Subscriber may acquire in the future), (ii) give and appoints Parentreceive notices and communications, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇(iii) execute any written consent, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇instrument or document that the CEO determines is necessary or appropriate at the CEO’s complete discretion, and ▇▇▇▇▇▇▇ ▇(iv) take all actions necessary or appropriate in the judgment of the CEO for the accomplishment of the foregoing. ▇▇▇▇▇▇ (eachThe proxy will survive the death, incompetency and disability of an individual Subscriber and, if a "Proxy Holder")Subscriber is an entity, will survive the merger or reorganization of the Subscriber or any other entity holding the shares of themCommon Stock. This proxy will also be binding upon the heirs, estate, executors, personal representatives, successors and assigns of a Subscriber (including any transferee of the Subscriber). Any transferee of the Subscribers party to this Subscription Agreement must agree to be bound by the terms of the proxy. The proxy will terminate upon the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of Common Stock or the effectiveness of a registration statement under the Exchange Act covering the Common Stock. (b) Other than with full power respect to the gross negligence or willful misconduct of substitutionthe CEO, its in his or her capacity as the Subscriber’s true and lawful proxy and attorney-in-fact attorney pursuant to vote at this Section (collectively, the “Proxy”), the Proxy will not be liable for any meeting (act done or omitted in his, her or its capacity as representative of the Subscriber pursuant to this instrument while acting in good faith, and any adjournment act done or postponement thereof) omitted pursuant to the written advice of outside counsel will be conclusive evidence of such good faith. The Proxy has no duties or responsibilities except those expressly set forth in this instrument, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of the Company's stockholders called for purposes of considering whether to approve Subscriber otherwise exist against the Merger Agreement Proxy. The Subscriber shall indemnify, defend and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of hold harmless the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby Proxy from and against any Third Party Acquisition Proposal and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Proxy Losses”) arising out of or in connection with any other action described act done or omitted in Section 3(iv)(B) hereof. the Proxy’s capacity as representative of the Subscriber pursuant to this instrument, in each case as such Proxy Losses are suffered or incurred; provided, that in the event that any such Proxy Losses are finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Proxy, the Company shall reimburse the Subscriber the amount of such indemnified Proxy Losses to the extent attributable to such gross negligence or willful misconduct (b) provided that the Proxy’s aggregate liability hereunder shall in no event exceed the Purchase Price). In no event will the Proxy be required to advance his, her or its own funds on behalf of the Subscriber or otherwise. The proxy Subscriber acknowledges and power agrees that the foregoing indemnities will survive the resignation or removal of attorney granted herein shall be irrevocable during the term Proxy or the termination of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholderinstrument. (c) If Stockholder fails A decision, act, consent or instruction of the Proxy constitutes a decision of the Subscriber and is final, binding and conclusive upon the Subscriber. The Company, shareholders of the Company and any other third party may rely upon any decision, act, consent or instruction of the Proxy as being the decision, act, consent or instruction of the Subscriber. The Company, shareholders of the Company and any other third party are hereby relieved from any liability to any person for any reason to vote his, her or its Stockholder Shares as required acts done by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders them in accordance with such decision, act, consent or instruction of the Proxy. (d) The Subscriber hereby agrees to take any and all actions determined by the Company’s board of directors in good faith to be advisable to reorganize this instrument and any Securities held by the Subscriber into a special-purpose vehicle or other entity designed to aggregate the interests of holders of Securities issued in this Offering. (e) If any provision of this Proxy or any part of any this Section 4. The vote of a Proxy Holder shall control 5 is held under any circumstances to be invalid or unenforceable in any conflict between a vote of jurisdiction, then (a) such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the matters set forth fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in Section 4(asuch jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) hereofthe invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this Proxy. Each provision of this proxy is separable from every other provision of this proxy, and each part of each provision of this Proxy is separable from every other part of such provision.

Irrevocable Proxy. (a) Stockholder hereby irrevocably constitutes and appoints Parent, which shall act by and through ▇each of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a ""Proxy Holder"), or any of themacting singly, with full power of substitution, its Stockholder's true and lawful proxy and attorney-in-fact to vote all Shares with respect to which Stockholder has voting power at any meeting (and any adjournment or postponement thereof) of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction proposal described in the first paragraph of Section 3 hereof1 above (each a "Specified Proposal") and on no other matter, or to execute a and in any action by written consent of Company's stockholders in lieu of any such meeting (if so permitted)meeting, all Stockholder Shares held by Stockholder of record as of and instructs each Proxy Holder to vote in the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described manner specified in Section 3(iv)(B) hereof1 on any such Specified Proposal; PROVIDED, that nothing in this paragraph shall be deemed to authorize the Proxy Holder to vote any shares with respect to any action or proposal that is not expressly a Specified Proposal. (b) The proxy and power of attorney granted herein (i) is granted in consideration of the Parent's execution of the Merger Agreement, (ii) is intended to secure Company's obligations under the Merger Agreement and therefore shall be irrevocable during the term of this Agreement, (iii) shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and (iv) shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted hereinStockholder. Stockholder shall not grant any proxy to any person which that conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its the Shares with respect to which Stockholder Shares as required by has voting power in accordance with the requirements of Section 3 1 hereof, then the Proxy Holder shall have the right to vote the Shares with respect to which Stockholder Shares has voting power at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with the provisions of this Section 42. The vote of a the Proxy Holder shall control in any conflict between a Stockholder's vote of such Stockholder Shares by a Proxy Holder and a vote by Stockholder of such Stockholder Shares by Stockholder with respect to Shares. (d) The proxy and power of attorney granted herein shall terminate and shall have no further force and effect as of the matters set forth in Section 4(a) hereofTermination Time (as defined below).

Irrevocable Proxy. (a) Stockholder hereby irrevocably constitutes and appoints ParentAcquisition, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or any either of them, with full power of substitution, its true and lawful proxy and attorney-in-fact to vote at any meeting (and any adjournment or postponement thereof) of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 2 hereof, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B2(iii)(B) hereof. (b) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 2 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 43. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a3(a) hereof.

Irrevocable Proxy. (a) Stockholder hereby Borrower irrevocably constitutes and appoints ParentSecured Party, which shall act by whether or not the Pledged Collateral consisting of Ownership Interests has been transferred into the name of Secured Party or its nominee, as Borrower's proxy with full power, in the same manner, to the same extent and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ with the same effect as if Borrower were to do the same: (a) to attend all meetings of equityholders of the issuer(s) of any of such Ownership Interests (each, a "Proxy Holder"), or any of them, with full power of substitution, its true an “Issuer”) held from the date hereof and lawful proxy and attorney-in-fact to vote the Ownership Interests at any meeting (and any adjournment or postponement thereof) of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted)in such manner as Secured Party shall reasonably deem appropriate including, all Stockholder Shares held by Stockholder of record as of the relevant record date without limitation, in favor of the approval liquidation of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof.Issuer; (b) The proxy and power to consent, in the reasonable discretion of attorney granted herein shall be irrevocable during the term of this AgreementSecured Party, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person and all action by or with respect to any Issuer for which conflicts with the proxy granted herein, and consent of the stockholders of any attempt to do so shall Issuer is or may be void. The power of attorney granted herein is a durable power of attorney and shall survive the death necessary or incapacity of Stockholder.appropriate; (c) If Stockholder fails for without limitation, to do all things which Borrower, acting in a commercially reasonable manner, can or could do as an owner of an equity or profits interest of any reason Issuer, giving to vote hisSecured Party full power of substitution and revocation; provided, her or its Stockholder Shares as required however, that this proxy shall not be exercisable by Section 3 hereof, then the Proxy Holder Secured Party and Borrower alone shall have the foregoing powers and any other powers included in the Pledged Collateral consisting of governance, control and voting rights and powers including, without limitation, the right to vote participate in the Stockholder Shares at any meeting management of the Companybusiness and affairs pertaining to interests in limited liability companies whose units are included in the Pledged Collateral and to admit new members to such companies and to give, exclusively, consents, ratifications and waivers with respect thereto for all purposes (whether or not the Ownership Interests have been transferred into the name of Secured Party or its nominee) until Secured Party has given to Borrower notice in writing of Secured Party's stockholders election to exercise this proxy and in either (i) an Event of Default has occurred and is continuing, or (ii) demand for payment has been made respecting all or any action by written consent portion of the Company's stockholders Obligations ; provided, further, that Secured Party may, at its option upon notice to Borrower, elect to postpone having this proxy become exercisable notwithstanding the occurrence of any event described in accordance with this Section 4sentence which would otherwise cause this proxy to become exercisable. The This proxy shall terminate when this Agreement is no longer in full force and effect as provided in this Agreement. Borrower hereby revokes any proxy or proxies heretofore given by Borrower to any Person whatsoever and agrees not to give any other proxies in derogation hereof until this Pledge Agreement is no longer in full force and effect; and (d) so long as no Event of Default has occurred and is continuing, Secured Party shall deliver promptly to Borrower all notices, statements or other communications received by it or its nominee as such registered owner of the Ownership Interests, and upon demand and receipt of payment of necessary expenses thereof, shall give to Borrower or its designee a proxy or proxies to vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder take all action with respect to such Ownership Interests. After the matters set forth in Section 4(aoccurrence and during the continuance of an Event of Default, Borrower (i) hereofauthorizes Secured Party to transfer the Ownership Interests or any part thereof into Secured Party's own name or that of Secured Party's nominee so that Secured Party or its nominee may appear of record as the sole owner thereof, and (ii) waives all rights to be advised of or to receive any notices, statements or communications received by Secured Party or its nominee as record owner of the Ownership Interests, and agrees that no proxy or proxies given by Secured Party to Borrower or its designee prior to the occurrence of an Event of Default shall thereafter be effective.

Irrevocable Proxy. (a) Stockholder The Shareholder hereby irrevocably constitutes appoints the Company and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇any designee of the Company, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ each of them individually (each, a "Proxy Holder"each an “Authorized Party” and collectively the “Authorized Parties”), or any until the Termination Time (at which time this proxy and power of themattorney shall automatically and immediately be terminated), its proxies and attorneys-in-fact, with full power of substitutionsubstitution and resubstitution, its true and lawful proxy and attorney-in-fact to vote at any meeting or act by written consent with respect to the Subject Shares in accordance with Section 2.01 (and any adjournment or postponement thereof) the “Proxy”). The Proxy is given to secure the performance of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as duties of the relevant record date in favor Shareholder under this Agreement. The Shareholder shall take such further action or execute such other instruments as may be necessary or appropriate to effectuate the intent of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) Proxy. The proxy and power of attorney granted herein Proxy shall be irrevocable during until the term of this AgreementTermination Time, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy proxy, and shall revoke any and all prior proxies granted by Stockholder which conflicts the Shareholder with respect to the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be voidSubject Shares. The power of attorney granted by the Shareholder herein is a durable power of attorney and shall shall, to the extent applicable, survive the bankruptcy, death or incapacity incapacity, of Stockholder. (c) If Stockholder fails for any reason the Shareholder. Notwithstanding anything to vote histhe contrary contained in this Section 2.02, her or its Stockholder Shares as required by Section 3 hereof, then in the Proxy Holder shall have the right to vote the Stockholder Shares at case of any meeting of the Company's stockholders and Parent Shareholders (whether annual, special or otherwise) held prior to the Termination Time at which a matter described in any action by written consent Section 2.01 is to be considered, the Shareholder’s grant of the Company's stockholders Proxy shall be effective if, and only if, the Shareholder has not delivered to the secretary of Parent at least four (4) business days prior to such meeting a duly executed proxy card previously approved by the Company voting the Shareholder’s Subject Shares in accordance with this the manner specified in Section 4. The 2.01. (b) Following the grant of the Proxy pursuant to Section 2.02(a), the vote of a Proxy Holder an Authorized Party shall control in any conflict between a the vote by an Authorized Party of such Stockholder Subject Shares and any other vote by a Proxy Holder and a vote the Shareholder of such Stockholder its Subject Shares by Stockholder with respect prior to the matters set forth Termination Time. (c) The Shareholder hereby affirms that the Proxy granted pursuant to this Section 2.02 is given by the Shareholder in Section 4(a) hereofconnection with, and in consideration of, the execution of the Combination Agreement by the Company.

Irrevocable Proxy. (a) Stockholder hereby irrevocably constitutes and appoints ParentHolding and each of its executive officers, from and after the date hereof until the earlier to occur of the Effective Time and the termination of this Agreement pursuant to Section 10 hereof (at which point such constitution and appointment shall act by automatically be revoked) as Stockholder's attorney, agent and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇proxy (such constitution and appointment, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a the "Proxy HolderIrrevocable Proxy"), or any of them, with full power of substitution, its true and lawful proxy and attorney-in-fact to vote at any meeting (and any adjournment or postponement thereof) of the Companyotherwise act with respect to all Stockholder's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), and in any action by written consent of the stockholders of the Company, on the matters and in the manner specified in Section 1.1. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM STOCKHOLDER MAY TRANSFER ANY OF ITS SHARES IN BREACH OF THIS AGREEMENT. Stockholder hereby revokes all other proxies and powers of attorney with respect to all of Stockholder's stockholders in accordance with this Section 4. The vote Shares that may have heretofore been appointed or granted, and no subsequent proxy or power of a Proxy Holder attorney shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder be given (and a vote of such Stockholder Shares if given, shall not be effective) by Stockholder with respect thereto on the matters covered by Section 1.1. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of Stockholder and any obligation of Stockholder under this Agreement shall be binding upon the heirs, personal representatives, successors and assigns of Stockholder. It is understood and agreed that Holding will not use such Irrevocable Proxy unless the Stockholder fails to comply with Section 1.1 hereof and that, to the extent Holding uses such Irrevocable Proxy, it will only vote such Shares with respect to the matters set forth specified in, and in accordance with the provisions of, Section 4(a) 1.1 hereof.

Irrevocable Proxy. (a) Each Stockholder hereby irrevocably constitutes and appoints Parent, which shall act by Parent and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇each of its executive officers, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ each of them individually, as such Stockholder’s attorney-in-fact, agent and proxy (eachsuch constitution and appointment, a "Proxy Holder"the “Irrevocable Proxy”), or any of them, with full power of substitutionsubstitution and resubstitution, its true and lawful proxy and attorney-in-fact to vote at any meeting (and any adjournment or postponement thereof) otherwise act with respect to all of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder ’s Shares at any meeting of the Company's stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), and in any action by written consent of the stockholders of the Company's stockholders , on the matters specified in, and in accordance and consistent with this the manner specified in Section 41.1. The vote THE PROXY AND POWER OF ATTORNEY GRANTED HEREBY BY EACH STOCKHOLDER ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM SUCH STOCKHOLDER MAY TRANSFER ANY OF HIS/HER/ITS SHARES IN BREACH OF THIS AGREEMENT. Each Stockholder hereby revokes all other proxies and powers of a Proxy Holder attorney with respect to all of such Stockholder’s Shares that may have heretofore been appointed or granted, and no subsequent proxy or power of attorney shall control in be given (and if given, shall not be effective) by such Stockholder with respect thereto on the matters covered by Section 1. 1. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of any conflict between a vote particular Stockholder, and any obligation of such Stockholder Shares by a Proxy Holder under this Agreement shall be binding upon the heirs, personal representatives, successors and a vote assigns of such Stockholder Stockholder. It is agreed that Parent will only vote, or act by written consent in lieu of a meeting or otherwise with respect to, such Stockholder’s Shares by Stockholder with respect to the matters set forth specified in, and in accordance with the provisions of, Section 4(a) 1.1 hereof.

Irrevocable Proxy. (a) Stockholder Each Holder hereby revokes any and all other proxies, consents or powers of attorney in respect of any Covered Shares and agrees that, during the Restricted Period, such Holder hereby irrevocably constitutes and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), the Company or any of themindividual designated by the Company as such Holder’s agent, with full power of substitution, its true and lawful proxy and attorney-in-fact and proxy (with full power of substitution and resubstitution), for and in the name, place and stead of such Holder, to vote (or cause to be voted) such Holder’s Covered Shares, in the manner set forth in Section 1.1, at any meeting (and any adjournment or postponement thereof) of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated therebyStockholder Meeting, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereofhowever called, or to execute a in connection with any written consent of the stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) Buyer. The proxy and power of attorney granted herein by each Holder hereunder is a durable power of attorney coupled with an interest and shall be irrevocable during survive the term death, incapacity, illness, bankruptcy, dissolution or other inability to act of any Holder. With respect to Covered Shares as to which any Holder is the beneficial owner but not the holder of record, such Holder shall cause any holder of record of such Covered Shares to grant to the Company or any individual designated by the Company a proxy to the same effect as that described in this Section 1.2. The exercise of the foregoing proxy shall not relieve any Holder from any liability hereunder for failing to comply with the terms of this Agreement. Each Holder hereby affirms that the proxy set forth in this Section 1.2 is irrevocable, shall be deemed to be is coupled with an interest sufficient in law to support an irrevocable proxy proxy, and shall revoke all prior proxies is granted by Stockholder which conflicts with in consideration of the QualTek Parties entering into the Business Combination Agreement; provided, that, for the avoidance of doubt, the proxy granted herein. Stockholder set forth in this Section 1.2 shall not grant any proxy to any person which conflicts terminate automatically upon termination of this Agreement in accordance with the proxy granted herein, and any attempt to do so shall be voidSection 5. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders proxyholder in accordance with this Section 4. The vote of a Proxy Holder 1.2 shall control in any conflict between a the vote by the proxyholder of such Stockholder any Holder’s Covered Shares by a Proxy Holder in accordance with this Section 1.2 and a vote by the applicable Holder of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a) hereofHolder’s Covered Shares.

Irrevocable Proxy. At all times during the Support Period, (ai) each such Stockholder hereby irrevocably constitutes grants to Parent (and any designee of Parent) a proxy (and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), Parent or any such designee of them, with full power of substitution, Parent as its true and lawful proxy and attorney-in-fact fact) to vote vote, and to exercise all voting and consent rights of such Stockholder with respect to, the Subject Shares owned beneficially or of record by such Stockholder (including, without limitation, the power to execute and deliver written consents) in accordance with Section 3(a)(i) at any annual, special, adjourned or postponed meeting of stockholders of the Company at which any of the transactions, actions or proposals contemplated by Section 3(a)(i) are or will be considered and in every written consent in lieu of such meeting and (ii) such proxy and any adjournment or postponement thereofappointment shall (A) be irrevocable in accordance with the provisions of Section 212(e) of Delaware Law, (B) be coupled with an interest, and (C) survive the Company's stockholders called for purposes dissolution, bankruptcy or other incapacity of considering whether such Stockholder as well as the death, bankruptcy or other incapacity of such Stockholder; provided, that each Stockholder’s grant of the proxy contemplated by this Section 3(c) shall be effective if, and only if, such Stockholder has not delivered to approve the Merger Agreement and transactions contemplated thereby, Company at least one (1) Business Day prior to the meeting at which any Third Party Acquisition Proposal or any other transaction of the matters described in Section 3 hereof3(a) are to be considered, a duly executed proxy card directing that the Subject Shares of such Stockholder be voted in accordance with Section 3(a); provided, further, that any grant of such proxy shall only entitle Parent or its designee to execute a written consent of stockholders in lieu of any such meeting (if so permittedvote on the matters specified by Section 3(a)(i), and each Stockholder shall retain the authority to vote on all other matters. Each Stockholder hereby represents that any proxies heretofore given in respect of such Stockholder’s Subject Shares, if any, are revocable, and hereby revokes all such proxies, and that such Stockholder agrees not to grant any subsequent proxies with respect to such Subject Shares held by at any time during the Support Period, except to comply with its, his or her obligations under Section 3(a). Each Stockholder of record as hereby affirms that the irrevocable proxy set forth in this Section 3(c), if it becomes effective, is given in connection with the execution of the relevant record date in favor Merger Agreement, and that such irrevocable proxy is given to secure the performance of the approval duties of such Stockholder under this Support Agreement. The “Support Period” shall commence on the date hereof and continue until the first to occur of (1) the Effective Time, (2) the date and time of the termination of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 4. The vote its terms and (3) the date and time (if any) at which the Board of a Proxy Holder Directors of the Company shall control have made an Adverse Recommendation Change in any conflict between a vote accordance with the terms and provisions of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a) hereofMerger Agreement.

Irrevocable Proxy. (a) Stockholder Subject to the terms and conditions of this Agreement, and effective upon the issuance of a permit by the California Commissioner of Corporations, the declaration of effectiveness by the SEC of a registration statement or the availability of an exemption under Section 4(2) of the Securities Act of 1933, as amended, or Regulation D promulgated thereunder, with respect to the securities to be issued in the Merger, the Shareholder hereby irrevocably constitutes and appoints ParentAcquirer, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ___________ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ _____________ (each, a "Proxy Holder"', or either of them), or any of them, with full fill power of substitution, its true and lawful proxy and attorney-in-fact to vote at any meeting (and any adjournment or postponement thereof) of the CompanyTarget's stockholders shareholders called for purposes of considering whether to approve the Merger Agreement and Agreement, the Merger or any of the other transactions contemplated therebyby the Merger Agreement, or any Third Party Acquisition Proposal or any other transaction described in Section 3 hereofAcquisition, or to execute a written consent of stockholders shareholders in lieu of any such meeting (if so permitted)meeting, all Stockholder Shares held Beneficially Owned by Stockholder of record Shareholder as of the relevant record date of such meeting or written consent (i) in favor of the approval of the Merger Agreement Agreement, the Merger and the other transactions contemplated thereby and by the Merger Agreement, with such modifications to the Merger Agreement as the parties thereto may make, or (ii) against any Third Party Acquisition Proposal or any other action transaction or proposal described in clause (ii) or (iii) of Section 3(iv)(B) hereof1, as the case may be. (b) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted hereinShareholder. Stockholder Shareholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the insolvency, liquidation, death or incapacity of StockholderShareholder. The proxy and power of attorney granted herein shall be binding upon the successors and assigns of the Shareholder. The Shareholder authorizes the Proxy Holders to file this proxy and any substitution or revocation of substitution with the Secretary of Target and with any Inspector of Elections at any meeting of the shareholders of Target. (c) If Stockholder Shareholder fails for any reason to vote his, her or its Stockholder Shares as required by in accordance with the requirements of Section 3 1 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the CompanyTarget's stockholders shareholders and in any action by written consent of the CompanyTarget's stockholders shareholders in accordance with the provisions of this Section 42. The vote of a the Proxy Holder shall control in any conflict between a the Proxy Holder's vote of such Stockholder Shares by a Proxy Holder and a vote by Shareholder of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a) hereofShares.

Irrevocable Proxy. (a) Stockholder hereby irrevocably constitutes Solely in the event of a failure by a Holder to act in accordance with such Holder’s obligations as to voting pursuant to Section 3(a) prior to the termination of this Agreement and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or without in any way limiting any of themsuch Holder’s right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to a shareholder vote, consent or other approval, such Holder hereby grants an irrevocable proxy (the “Proxy”) appointing Contango as such Holder’s attorney-in-fact and proxy, with full power of substitution, its true for and lawful proxy and attorney-in-fact in such Holder’s name, to vote at any meeting (and any adjournment vote, express consent or postponement thereof) of dissent, or otherwise to utilize such voting power in the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions manner contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in by Section 3 hereofabove as Contango or its proxy or substitute shall, or in Contango’s sole discretion, deem proper with respect to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereofSubject Shares. (b) The proxy and power Each Holder hereby represents that any proxies heretofore given in respect of attorney granted herein shall be irrevocable during the term of this AgreementSubject Shares, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted hereinif any, are revocable, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholderhereby revokes such proxies. (c) If Stockholder fails for any reason Each Holder hereby affirms that its Proxy set forth in this Section 4 is given to vote his, her or its Stockholder Shares as required by Section 3 hereof, then secure the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting performance of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote duties of such Stockholder Shares by a Holder under this Agreement. Each Holder hereby further affirms that its Proxy Holder is coupled with an interest in consideration of Contango entering into this Agreement and a vote of such Stockholder Shares by Stockholder with respect to the matters incurring certain related fees and expenses and, except as set forth in Section 4(a4(d) or in Section 11 hereof, is intended to be irrevocable. All authority conferred hereby shall survive the death, incapacity of or the appointment of any liquidator, receiver, trustee, special manager or any other court appointed officer for a Holder and shall be binding upon the heirs, estate, administrators, receivers, liquidators, trustees, special managers, personal representatives, successors and assigns of such Holder. (d) Contango hereby acknowledges and agrees that the Proxy set forth in this Section 4 shall not be exercised to vote, consent or act on any matter except as specifically contemplated by Section 3 above and Contango agrees not to exercise the Proxy granted herein for any purpose other than the purposes described in Section 3. The Proxy set forth in this Section 4 shall be revoked, terminated and of no further force or effect automatically without further action upon the termination of this Agreement.

Irrevocable Proxy. At all times during the Support Period, (ai) each such Stockholder hereby irrevocably constitutes grants to Parent (and any designee of Parent) a proxy (and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), Parent or any such designee of them, with full power of substitution, Parent as its true and lawful proxy and attorney-in-fact fact) to vote vote, and to exercise all voting and consent rights of such Stockholder with respect to, the Subject Shares owned beneficially or of record by such Stockholder (including, without limitation, the power to execute and deliver written consents) in accordance with Section 3(a) at any annual, special, adjourned or postponed meeting (and any adjournment or postponement thereof) of stockholders of the Company's stockholders called for purposes Company at which any of considering whether to approve the Merger Agreement transactions, actions or proposals contemplated by Section 3(a) are or will be considered and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a every written consent of stockholders in lieu of any such meeting and (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(Bii) hereof. (b) The such proxy and power of attorney granted herein appointment shall (A) be irrevocable during in accordance with the term provisions of this AgreementSection 212(e) of DGCL, shall be deemed to (B) be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted hereininterest, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall (C) survive the death dissolution, bankruptcy or other incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote as well as the death, bankruptcy or other incapacity of such Stockholder; provided, that any grant of such proxy shall only entitle Parent or its designee to vote on the matters specified by Section 3(a), and each Stockholder Shares shall retain the authority to vote on all other matters. Each Stockholder hereby revokes any proxy previously granted by such Stockholder with respect to the matters Subject Shares of such Stockholder. Each Stockholder hereby represents that any proxies heretofore given in respect of such Stockholder’s Subject Shares, if any, are revocable, and hereby revokes all such proxies, and that such Stockholder agrees not to grant any subsequent proxies with respect to such Subject Shares at any time during the Support Period, except to comply with its, his or her obligations under Section 3(a). Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4(a) hereof3(c), if it becomes effective, 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 Stockholder under this Support Agreement. Each Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in accordance with this Support Agreement.

Irrevocable Proxy. (a) Stockholder a. Without limiting any other rights or remedies of Acquiror, each Noteholder, to the extent such Noteholders’ Covered Securities include Equity Securities, hereby irrevocably constitutes and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), Acquiror or any of themindividual designated by Acquiror as the Noteholder’s agent, with full power of substitution, its true and lawful proxy and attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the name, place and stead of the Noteholder, to vote at attend on behalf of the Noteholder any meeting (and any adjournment or postponement thereof) of the Company's stockholders called holders of Equity Securities of the Company with respect to the matters described in Section 3, to include the Covered Securities in any computation for purposes of considering whether establishing a quorum at any such meeting of the holders of Company Shares or other Covered Securities, to approve vote (or cause to be voted) the Merger Agreement and transactions contemplated thereby, applicable Covered Securities or consent (or withhold consent) with respect to any Third Party Acquisition Proposal or any other transaction of the matters described in Section 3 hereof, in connection with any meeting of the holders of Equity Securities of the Company or to execute a other Covered Securities or any action by written consent by the holders of stockholders Company Shares or other Covered Securities, in lieu of any such meeting (if so permitted)each case, all Stockholder Shares held by Stockholder of record as of in the relevant record date in favor of event that the approval of Noteholder fails to timely perform or otherwise comply with the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal covenants, agreements or any other action described obligations set forth in Section 3(iv)(B) hereof3. (b) b. The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed by each Noteholder pursuant to be Section 4(a) is coupled with an interest sufficient in law to support an irrevocable proxy and is only granted in consideration for Acquiror entering into the Business Combination Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by each Noteholder pursuant to Section 4(a) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by each Noteholder and shall revoke any and all prior proxies granted by Stockholder which conflicts each Noteholder with respect to the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be voidCovered Securities. The power of attorney granted herein is a durable power of attorney and shall survive the death vote or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders proxyholder in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder 4(a) and a vote of such Stockholder Shares by Stockholder with respect to the matters in Section 3 shall control in the event of any conflict between such vote or consent by the proxyholder of the Covered Securities and a vote or consent by each Noteholder of the Covered Securities (or any other Person with the power to vote the Covered Securities) with respect to the matters in Section 3. The proxyholder may not exercise the proxy granted pursuant to Section 4(a) on any matter except those provided in Section 3. For the avoidance of doubt, each Noteholder may vote the Covered Securities constituting Equity Securities of the Company on all other matters, subject to, the other applicable covenants, agreements and obligations set forth in this Agreement. c. Each Noteholder hereby (i) irrevocably and unconditionally waives any rights of appraisal, dissenter’s rights and any similar rights relating to the Business Combination Agreement and the consummation by the parties of the transactions contemplated thereby, including the Merger, that such Noteholder may have under applicable law (including Section 4(a262 of the Delaware General Corporation Law or otherwise), (ii) hereofagrees not to commence or participate in any claim, derivative or otherwise, against the Company, Acquiror, Merger Sub or any of their respective Affiliates relating to the negotiation, execution or delivery of this Agreement or the Business Combination Agreement and (iii) acknowledges and consents to, on behalf of itself, and each other holder of Company Preferred Stock and irrevocably and unconditionally waives any and all rights such Noteholder may have with respect to, the automatic conversion of all outstanding shares of Company Preferred Stock into shares of Company Common Stock, with such conversion to be in accordance with the terms of the Company’s Governing Documents and effective as of immediately prior to the Effective Time. d. Each Noteholder, to the extent such Noteholder’s Covered Securities include Company Preferred Stock, hereby irrevocably waives, on behalf of themselves and each other holder of Company Preferred Stock, any right to any payments upon liquidation of the Company pursuant to the Company’s Governing Documents or any Contract.

Irrevocable Proxy. The Stockholder hereby revokes (aand agrees to cause to be revoked) all proxies, if any, that it has heretofore granted with respect to the Subject Shares that otherwise would conflict with the proxy contemplated by this Section 4. Solely with respect to the matters described in Section 3, the Stockholder hereby irrevocably constitutes and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or any of them, with full power of substitution, its true and lawful proxy and Parent as attorney-in-fact to vote at any meeting (and any adjournment or postponement thereof) proxy for and on behalf of the Company's stockholders called for purposes of considering whether to approve Stockholder, until the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as end of the relevant record date Agreement Period, for and in favor the name, place and stead of the approval of the Merger Agreement Stockholder, to: (a) attend any and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof.all Company Stockholder Meetings; (b) vote, express consent or dissent or issue instructions to the record holder to vote the Subject Shares in accordance with the provisions of Section 3 at any and all Company Stockholder Meetings; and (c) if applicable, grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 3, all written consents with respect to the Subject Shares at any and all Company Stockholder Meetings or otherwise. The foregoing proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be a proxy coupled with an interest sufficient in interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Stockholder) until the end of the Agreement Period, and shall not be terminated by operation of law or upon the occurrence of any other event other than the termination of this Agreement pursuant to support an irrevocable Section 12(m). The Stockholder authorizes such attorney and proxy to substitute any other Person(s) to act hereunder, to revoke any substitution and to file this proxy and shall revoke all prior proxies granted by Stockholder which conflicts any substitution or revocation with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting Secretary of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder with respect to hereby affirms that the matters irrevocable proxy set forth in this Section 4(a) hereof4 is given in connection with and granted in consideration of and as an inducement to Parent and Purchaser entering into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Stockholder under Section 3.

Irrevocable Proxy. By execution of this Voting Agreement, (ai) the Stockholder hereby irrevocably constitutes grants to Parent (and any designee of Parent) a proxy (and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), Parent or any such designee of them, with full power of substitution, Parent as its true and lawful proxy and attorney-in-fact fact) to vote vote, and to exercise all voting and consent rights of the Stockholder with respect to, the Subject Shares owned beneficially or of record by the Stockholder (including, without limitation, the power to execute and deliver written consents) in accordance with Section 3(a)(i) at any annual, special, adjourned or postponed meeting of stockholders of the Company at which any of the transactions, actions or proposals contemplated by Section 3(a)(i) are or will be considered and in every written consent in lieu of such meeting and (ii) such proxy and any adjournment or postponement thereofappointment shall (A) be irrevocable in accordance with the provisions of Section 212(e) of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated therebyDGCL, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(BB) hereof. (b) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient interest, and (C) survive the dissolution, bankruptcy or other incapacity of such Stockholder as well as the death, bankruptcy or other incapacity of such Stockholder; provided, that any grant of such proxy shall only entitle Parent or its designee to vote on the matters specified by Section 3(a)(i), and the Stockholder shall retain the authority to vote on all other matters. The Stockholder hereby represents that any proxies heretofore given in law respect of such Stockholder’s Subject Shares, if any, are revocable, and hereby revokes all such proxies, and that such Stockholder agrees not to support an grant any subsequent proxies with respect to such Subject Shares, except to comply with its, his or her obligations under Section 3(a). The Stockholder hereby affirms that the irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts set forth in this Section 3(c) is given in connection with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with execution of the proxy granted hereinMerger Agreement, and any attempt that such irrevocable proxy is given to do so shall be voidsecure the performance of the duties of such Stockholder under this Voting Agreement. The power of attorney granted herein is a durable power of attorney Stockholder hereby ratifies and shall survive confirms all actions that the death proxies appointed hereunder may lawfully do or incapacity of Stockholder. (c) If Stockholder fails for any reason cause to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders be done in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a) hereofVoting Agreement.

Irrevocable Proxy. The Stockholder hereby revokes (aor agrees to cause to be revoked) any proxies that the Stockholder has heretofore granted with respect to the Subject Shares. The Stockholder hereby irrevocably constitutes and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or any of them, with full power of substitution, its true and lawful proxy and Monster as attorney-in-fact and proxy for and on behalf of the Stockholder, for and in the name, place and stead of the Stockholder, to: (a) attend any and all meetings of Innovate Stockholders held for the matters addressed in Section 1.1; (b) vote, express consent or dissent or issue instructions to the record holder to vote the Subject Shares solely in furtherance of the provisions of Section 1.1 at any meeting (and all meetings of Innovate Stockholders or in connection with any adjournment or postponement thereof) of the Company's stockholders called for purposes of considering whether action sought to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a be taken by written consent of stockholders in lieu Innovate 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 any such meeting (if so permitted)Section 1.1, all Stockholder written consents with respect to the Subject Shares held at any and all meetings of Innovate Stockholders or in connection with any action sought to be taken by Stockholder written consent of record as Innovate Stockholders without a meeting, in any case solely in furtherance of the relevant record date provisions of Section 1.1. Monster agrees not to exercise the proxy granted herein for any purpose other than the purposes described in favor 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 approval Stockholder, as applicable) until the termination of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal shall not be terminated by operation of law or upon the occurrence of any other action described event other than the termination of this Agreement pursuant to Section 4.2. The 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 Innovate. The Stockholder hereby affirms that the proxy set forth in this Section 3(iv)(B) hereof. (b) 1.5 is given in connection with and granted in consideration of and as an inducement to Monster and Monster Merger Sub 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 power of attorney granted herein shall intended to be irrevocable during irrevocable, subject, however, to its automatic termination upon the term termination of this AgreementAgreement 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, the Stockholder shall be deemed take all action necessary to be coupled with an interest sufficient in law cause the record holder of such Subject Shares to support an grant the irrevocable proxy and shall revoke take all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails other actions provided for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder 1.5 with respect to the matters set forth in Section 4(a) hereofsuch Subject Shares.

Irrevocable Proxy. (a) Each Stockholder hereby irrevocably constitutes and appoints Parent, which shall act by Parent and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇each of its executive officers, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ each of them individually, as such Stockholder’s attorney-in-fact, agent and proxy (eachsuch constitution and appointment, a "Proxy Holder"the “Irrevocable Proxy”), or any of them, with full power of substitutionsubstitution and resubstitution, its true and lawful proxy and attorney-in-fact to vote at any meeting (and any adjournment or postponement thereof) otherwise act with respect to all of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder ’s Shares at any meeting of the Company's stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), and in any action by written consent of the stockholders of the Company's stockholders , on the matters specified in, and in accordance and consistent with this the manner specified in Section 41.1. The vote THE PROXY AND POWER OF ATTORNEY GRANTED HEREBY BY EACH STOCKHOLDER ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM SUCH STOCKHOLDER MAY TRANSFER ANY OF ITS SHARES IN BREACH OF THIS AGREEMENT. Each Stockholder hereby revokes all other proxies and powers of a Proxy Holder attorney with respect to all of such Stockholder’s Shares that may have heretofore been appointed or granted, and no subsequent proxy or power of attorney shall control in be given (and if given, shall not be effective) by such Stockholder with respect thereto on the matters covered by Section 1.1. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of each Stockholder and any conflict between a vote obligation of such Stockholder Shares by a Proxy Holder under this Agreement shall be binding upon the heirs, personal representatives, successors and a vote assigns of such Stockholder Stockholder. It is agreed that Parent will only vote, or act by written consent in lieu of a meeting or otherwise with respect to, such Stockholder’s Shares by Stockholder with respect to the matters set forth specified in, and in accordance with the provisions of, Section 4(a) 1.1 hereof.

Irrevocable Proxy. (a) a. Without limiting any other rights or remedies of Acquiror, each Stockholder hereby irrevocably constitutes and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), Acquiror or any of themindividual designated by Acquiror as the Stockholder’s agent, with full power of substitution, its true and lawful proxy and attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the name, place and stead of the Stockholder, to vote at attend on behalf of the Stockholder any meeting (and any adjournment or postponement thereof) of the Company's stockholders called holders of Company Shares or other Covered Securities with respect to the matters described in Section 1, to include the Covered Securities in any computation for purposes of considering whether establishing a quorum at any such meeting of the holders of Company Shares or other Covered Securities, to approve vote (or cause to be voted) the Merger Agreement and transactions contemplated thereby, Covered Securities or consent (or withhold consent) with respect to any Third Party Acquisition Proposal or any other transaction of the matters described in Section 3 hereof, 1 in connection with any meeting of the holders of Company Shares or to execute a other Covered Securities or any action by written consent by the holders of stockholders Company Shares or other Covered Securities, in lieu of any such meeting (if so permitted)each case, all in the event that the Stockholder Shares held by Stockholder of record as of fails to timely perform or otherwise comply with the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal covenants, agreements or any other action described obligations set forth in Section 3(iv)(B) hereof1. (b) b. The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed by each Stockholder pursuant to be Section 2(a) is coupled with an interest sufficient in law to support an irrevocable proxy and is only granted in consideration for Acquiror entering into the Business Combination Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by each 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 Stockholder and shall revoke any and all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by each Stockholder with respect to the Covered Securities. 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 Securities and a vote or consent by each Stockholder of the Covered Securities (or any other Person with the power to vote the Covered Securities) 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 Stockholder may vote the Covered Securities on all other matters, subject to, for the avoidance of doubt, the other applicable covenants, agreements and obligations set forth in this Agreement. c. Each Stockholder hereby (i) irrevocably and unconditionally waives any rights of appraisal, dissenter’s rights and any similar rights relating to the Business Combination Agreement and the consummation by the parties of the transactions contemplated thereby, including the Merger, that such Stockholder may have under applicable law (including Section 4(a262 of the Delaware General Corporation Law or otherwise) hereof(ii) agrees not to commence or participate in any claim, derivative or otherwise, against the Company, Acquiror, Merger Sub or any of their respective Affiliates relating to the negotiation, execution or delivery of this Agreement or the Business Combination Agreement (iii) acknowledges and consents to, on behalf of itself, and each other holder of Company Preferred Stock and irrevocably and unconditionally waives any and all rights such Stockholder may have with respect to, the automatic conversion of all outstanding shares of Company Preferred Stock into shares of Company Common Stock, with such conversion to be in accordance with the terms of the Company’s Governing Documents and effective as of immediately prior to the Effective Time. d. Each Stockholder, to the extent such Stockholder’s Covered Securities include Company Preferred Stock, hereby irrevocably waives, on behalf of themselves and each other holder of Company Preferred Stock, any right to any payments upon liquidation of the Company pursuant to the Company’s Governing Documents or any Contract.

Irrevocable Proxy. The Stockholder hereby revokes (aor agrees to cause to be revoked) any proxies that the Stockholder has heretofore granted with respect to the Subject Shares. The Stockholder hereby irrevocably constitutes and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or any of them, with full power of substitution, its true and lawful proxy and Opexa as attorney-in-fact and proxy for and on behalf of the Stockholder, for and in the name, place and stead of the Stockholder, to: (a) attend any and all meetings of Acer Stockholders held for the matters addressed in Section 1.1, (b) vote, express consent or dissent or issue instructions to the record holder to vote the Subject Shares solely in furtherance of the provisions of Section 1.1 at any meeting (and all meetings of Acer Stockholders or in connection with any adjournment or postponement thereof) of the Company's stockholders called for purposes of considering whether action sought to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a be taken by written consent of stockholders in lieu Acer 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 any such meeting (if so permitted)Section 1.1, all Stockholder written consents with respect to the Subject Shares held at any and all meetings of Acer Stockholders or in connection with any action sought to be taken by Stockholder written consent of record as Acer Stockholders without a meeting, in any case solely in furtherance of the relevant record date provisions of Section 1.1. Opexa agrees not to exercise the proxy granted herein for any purpose other than the purposes described in favor 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 approval Stockholder, as applicable) until the termination of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal shall not be terminated by operation of law or upon the occurrence of any other action described event other than the termination of this Agreement pursuant to Section 4.2. The 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 Acer. The Stockholder hereby affirms that the proxy set forth in this Section 3(iv)(B) hereof. (b) 1.5 is given in connection with and granted in consideration of and as an inducement to Opexa and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and power of attorney granted herein shall intended to be irrevocable during irrevocable, subject, however, to its automatic termination upon the term termination of this AgreementAgreement 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, the Stockholder shall be deemed take all action necessary to be coupled with an interest sufficient in law cause the record holder of such Subject Shares to support an grant the irrevocable proxy and shall revoke take all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails other actions provided for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder 1.5 with respect to the matters set forth in Section 4(a) hereofsuch Subject Shares.

Irrevocable Proxy. (a) Stockholder Holder hereby revokes any and all other proxies, consents or powers of attorney in respect of any Covered Units and agrees that, during the Restricted Period, Holder hereby irrevocably constitutes and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), the Buyer or any of themindividual designated by the Buyer as Holder’s agent, with full power of substitution, its true and lawful proxy and attorney-in-fact and proxy (with full power of substitution and resubstitution), for and in the name, place and stead of Holder, to vote (or cause to be voted) Holder’s Covered Units, in the manner set forth in Section 1.1, at any meeting (and any adjournment or postponement thereof) of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated therebyUnitholder Meeting, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereofhowever called, or to execute a in connection with any written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as the unitholders of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) [Company // Blocker]. The proxy and power of attorney granted herein by Holder hereunder is a durable power of attorney coupled with an interest and shall be irrevocable during survive the term death, incapacity, illness, bankruptcy, dissolution or other inability to act of Holder. With respect to Covered Units as to which Holder is the beneficial owner but not the holder of record, Holder shall cause any holder of record of such Covered Units to grant to the Buyer or any individual designated by the Buyer a proxy to the same effect as that described in this Section 1.2. The exercise of the foregoing proxy shall not relieve Holder from any liability hereunder for failing to comply with the terms of this Agreement. Holder hereby affirms that the proxy set forth in this Section 1.2 is irrevocable, shall be deemed to be is coupled with an interest sufficient in law to support an irrevocable proxy proxy, and shall revoke all prior proxies is granted by Stockholder which conflicts with in consideration of the Buyer entering into the Business Combination Agreement; provided, that, for the avoidance of doubt, the proxy granted herein. Stockholder set forth in this Section 1.2 shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power terminate automatically upon termination of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders this Agreement in accordance with this Section 4. The vote of a Proxy Holder the proxyholder in accordance with this Section 1.2 shall control in any conflict between a the vote by the proxyholder of such Stockholder Shares by a Proxy Holder Holder’s Covered Units in accordance with this Section 1.2 and a vote by Holder of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a) hereofHolder’s Covered Units.

Irrevocable Proxy. (a) The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the Stockholder has heretofore granted with respect to its Shares. In the event and to the extent that the Stockholder fails to vote the Shares in accordance with Section 3 at any applicable meeting of the stockholders of the Company or pursuant to any applicable written consent of the stockholders of the Company, the Stockholder shall be deemed to have irrevocably constitutes and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇granted to, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (eachappointed, a "Proxy Holder")the Company, and any individual designated in writing by it, and each of them individually, as his, her or any of them, with full power of substitution, its true and lawful proxy and attorney-in-fact (with full power of substitution), for and in its name, place and stead, to vote his, her or its Shares in any action by written consent of Company stockholders or at any meeting (and any adjournment or postponement thereof) of the Company's ’s stockholders called with respect to any of the 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 the purposes of considering whether described in this Agreement and the Stockholder affirms that the proxy set forth in this Section 5 is given in connection with, and granted in consideration of, and as an inducement to approve the Company, Parent and Merger Subs to enter into the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or that such proxy is given to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as secure the obligations of the relevant record date in favor of Stockholder under Section 3. Except as otherwise provided for herein, the approval of Stockholder hereby affirms that the Merger Agreement irrevocable proxy is coupled with an interest and transactions contemplated thereby may under no circumstances be revoked and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) that such irrevocable proxy is executed and intended to be irrevocable. The irrevocable proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If such Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then and the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote obligations of such Stockholder Shares by a Proxy Holder shall be binding on such Stockholder’s heirs, personal representatives, successors, transferees and a vote assigns. Notwithstanding any other provisions of such Stockholder Shares by Stockholder with respect to this Agreement, the matters set forth in Section 4(a) hereofirrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. (a) 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. In the event and to the extent that the Stockholder fails to vote the Subject Shares in accordance with Section 1.1, the Stockholder shall be deemed to have irrevocably constitutes granted to, and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇appointed, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇as attorney-in-fact and proxy for and on behalf of the Stockholder, for and ▇▇▇▇▇▇▇ ▇in the name, place and stead of the Stockholder, to: (a) attend any and all meetings of Company Stockholders, with respect to any of the matters specified in Section 1.1, (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 Company Stockholders or in connection with any action sought to be taken by written consent of Company 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 Company Stockholders or in connection with any action sought to be taken by written consent of Company Stockholders without a meeting. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or agrees not to exercise the proxy granted herein for any of them, with full power of substitution, its true and lawful proxy and attorney-in-fact to vote at any meeting (and any adjournment or postponement thereof) of purpose other than the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, . The foregoing proxy shall be deemed to be a proxy coupled with an interest sufficient 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 termination of this Agreement and shall not be terminated by operation of law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2. The 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 Company. The Stockholder hereby affirms that the proxy set forth in law this Section 1.4 is given in connection with and granted in consideration of and as an inducement to support an Parent, Merger Sub and the Company to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. 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. 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 shall revoke take all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails other actions provided for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder 1.4 with respect to the matters set forth in Section 4(a) hereofsuch Subject Shares.

Irrevocable Proxy. (a) Stockholder Each Holder hereby revokes any and all other proxies, consents or powers of attorney in respect of any Covered Shares and agrees that, during the Restricted Period, such Holder hereby irrevocably constitutes and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), Acquiror or any of themindividual designated by Acquiror as such Holder’s agent, with full power of substitution, its true and lawful proxy and attorney-in-fact and proxy (with full power of substitution and resubstitution), for and in the name, place and stead of such Holder, to vote (or cause to be voted) such Holder’s Covered Shares, in the manner set forth in Section 1.1, at any meeting (and Stockholder Meeting, however called, or in connection with any adjournment or postponement thereof) written consent of the stockholders of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) . The proxy and power of attorney granted herein by each Holder hereunder is a durable power of attorney coupled with an interest and shall be irrevocable during survive the term death, incapacity, illness, bankruptcy, dissolution or other inability to act of any Holder. With respect to Covered Shares as to which any Holder is the beneficial owner but not the holder of record, such Holder shall cause any holder of record of such Covered Shares to grant to Acquiror or any individual designated by Acquiror a proxy to the same effect as that described in this Section 1.2. The exercise of the foregoing proxy shall not relieve any Holder from any liability hereunder for failing to comply with the terms of this Agreement. Each Holder hereby affirms that the proxy set forth in this Section 1.2 is irrevocable, shall be deemed to be is coupled with an interest sufficient in law to support an irrevocable proxy proxy, and shall revoke all prior proxies is granted by Stockholder which conflicts with in consideration of Acquiror entering into the Business Combination Agreement; provided, that, for the avoidance of doubt, the proxy granted herein. Stockholder set forth in this Section 1.2 shall not grant any proxy to any person which conflicts terminate automatically upon termination of this Agreement in accordance with the proxy granted herein, and any attempt to do so shall be voidSection 5. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders proxyholder in accordance with this Section 4. The vote of a Proxy Holder 1.2 shall control in any conflict between a the vote by the proxyholder of such Stockholder any Holder’s Covered Shares by a Proxy Holder in accordance with this Section 1.2 and a vote by the applicable Holder of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a) hereofH▇▇▇▇▇’s Covered Shares.

Irrevocable Proxy. (a) Subject to the terms and conditions of this Agreement, and effective upon the issuance of a permit by the California Commissioner of Corporations or the availability of an exemption under Section 4(2) of the Securities Act of 1933, as amended, or Regulation D thereunder, with respect to the securities to be issued in the Merger, the Stockholder hereby irrevocably constitutes and appoints ParentBroadbase, which shall act by and through Rust▇ ▇▇▇▇▇▇ ▇▇▇ Eric ▇▇▇▇▇▇▇▇ ▇. (▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (eachch, a "Proxy HolderPROXY HOLDER"), ) or any either of them, with full power of substitution, its true and lawful proxy and attorney-in-fact to vote at any meeting (and any adjournment or postponement thereof) of the CompanyPanopticon's stockholders called for purposes of considering whether to approve the Merger Agreement and Agreement, the Merger or any of the other transactions contemplated therebyby the Merger Agreement, or any Third Party Acquisition Proposal or any other transaction described in Section 3 hereofAcquisition, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted)meeting, all Stockholder Shares held Beneficially Owned by Stockholder of record as of the relevant record date of such meeting or written consent (i) in favor of the approval of the Merger Agreement Agreement, the Merger and the other transactions contemplated thereby and by the Merger Agreement, with such modifications to the Merger Agreement as the parties thereto may make, or (ii) against any Third Party Acquisition Proposal or any other action transaction or proposal described in clause (ii) or (iii) of Section 3(iv)(B) hereof2, as the case may be. (b) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted hereinStockholder. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the insolvency, liquidation, death or incapacity of Stockholder. The proxy and power of attorney granted herein shall be binding upon the successors and assigns of Stockholder. Stockholder authorizes the Proxy Holders to file this proxy and any substitution or revocation of substitution with the Secretary of Panopticon and with any Inspector of Elections at any meeting of the shareholders of Panopticon. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by in accordance with the requirements of Section 3 hereof2, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the CompanyPanopticon's stockholders shareholders and in any action by written consent of the CompanyPanopticon's stockholders shareholders in accordance with the provisions of this Section 43. The vote of a the Proxy Holder shall control in any conflict between a the Proxy Holder's vote of such Stockholder Shares by a Proxy Holder and a vote by Stockholder of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a) hereofShares.

Irrevocable Proxy. (a) Each Stockholder hereby revokes any proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Shares, hereby irrevocably constitutes and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or any of them, with full power of substitution, its true and lawful proxy and Parent as attorney-in-fact to vote at and proxy in accordance with the DGCL for and on such Stockholder’s behalf, for and in such Stockholder’s name, place and stead, to: (a) attend any meeting (and any adjournment or postponement thereof) all meetings of the stockholders of the Company's stockholders called ; (b) vote the Shares of such Stockholder in accordance with the provisions of clause (A) of each of Sections 1(a)(ii) and (iii) at any such meeting; and (c) represent and otherwise act for purposes of considering whether such Stockholder in the same manner and with the same effect as if such Stockholder were personally present at any such meeting; provided, however, that the foregoing proxy shall only be permitted to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal be exercised by Parent or any other transaction described designee or representative thereof as to any Stockholder in the event of a failure by such Stockholder to act in accordance with such Stockholder’s obligations as to voting pursuant to Section 1(a) (by submitting a duly completed proxy statement, proxy card or broker voting instruction card, as applicable) no later than the fifth Business Day prior to any meeting of the stockholders of the Company referred to in Section 3 hereof1(a)(i) .. The foregoing proxy is coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or to execute a written consent insanity of stockholders in lieu the Stockholder) until the end of the Restricted Period and shall not be terminated by operation of Law or upon the occurrence of any other event other than following a termination of this Agreement pursuant to Section 5.15. Each Stockholder authorizes such meeting (if so permitted)attorney-in-fact and proxy to substitute any other Person to act hereunder, all Stockholder Shares held by Stockholder of record as to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of the relevant record date Company. Each Stockholder hereby affirms that the irrevocable proxy set forth in favor of this Section 2 is given in connection with the approval execution by Parent of the Merger Agreement and transactions contemplated thereby 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 against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(B) hereof. (b) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed intended to be coupled with an interest sufficient in law irrevocable. Each Stockholder agrees not to support an irrevocable grant any proxy and shall revoke all prior proxies granted by Stockholder which that conflicts or is inconsistent with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of StockholderParent in this Agreement. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a) hereof.

Irrevocable Proxy. At all times during the Support Period, (ai) each such Stockholder hereby irrevocably constitutes grants to Parent (and any designee of Parent) a proxy (and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), Parent or any such designee of them, with full power of substitution, Parent as its true and lawful proxy and attorney-in-fact fact) to vote vote, and to exercise all voting and consent rights of such Stockholder with respect to, the Subject Shares owned beneficially or of record by such Stockholder (including, without limitation, the power to execute and deliver written consents) in accordance with Section 3(a)(i) at any annual, special, adjourned or postponed meeting (and any adjournment or postponement thereof) of stockholders of the Company's stockholders called for purposes Company at which any of considering whether to approve the Merger Agreement transactions, actions or proposals contemplated by Section 3(a)(i) are or will be considered and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a every written consent of stockholders in lieu of any such meeting and (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action described in Section 3(iv)(Bii) hereof. (b) The such proxy and power of attorney granted herein appointment shall (A) be irrevocable during in accordance with the term provisions of this AgreementSection 212(e) of Delaware Law, shall be deemed to (B) be coupled with an interest sufficient in law to support an irrevocable proxy interest, and shall revoke all prior proxies granted by (C) survive the dissolution, bankruptcy or other incapacity of such Stockholder which conflicts with as well as the death, bankruptcy or other incapacity of such Stockholder; provided, that each Stockholder’s grant of the proxy granted herein. contemplated by this Section 3(c) shall be effective if, and only if, such Stockholder has not delivered to the Company at least one (1) Business Day prior to the meeting at which any of the matters described in Section 3(a) are to be considered, a duly executed proxy card directing that the Subject Shares of such Stockholder be voted in accordance with Section 3(a); provided, further, that any grant of such proxy shall only entitle Parent or its designee to vote on the matters specified by Section 3(a)(i), and each Stockholder shall retain the authority to vote on all other matters. Each Stockholder hereby represents that any proxies heretofore given in respect of such Stockholder’s Subject Shares, if any, are revocable, and hereby revokes all such proxies, and that such Stockholder agrees not to grant any proxy subsequent proxies with respect to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder such Subject Shares at any meeting time during the Support Period, except to comply with its, his or her obligations under Section 3(a). Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(c), if it becomes effective, is given in connection with the execution of the Company's stockholders Merger Agreement, and in any action by written consent that such irrevocable proxy is given to secure the performance of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote duties of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a) hereofunder this Support Agreement.

Irrevocable Proxy. (a) Each Stockholder hereby irrevocably constitutes and appoints Parent, which shall act by Kevin C. Clark as his or its attorney-in-fact and through proxy pursuant ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Proxy Holder"), or any ions of themSection 212(c) of the DGCL, with full power of substitution, its true to vote and lawful proxy and attorney-in-fact otherwise act (by written consent or otherwise) with respect to the Shares which such Stockholder is entitled to vote at any meeting (and any adjournment or postponement thereof) of stockholders of the Company's stockholders called for purposes of considering Company (whether to approve the Merger Agreement annual or special and transactions contemplated thereby, any Third Party Acquisition Proposal whether or any other transaction described in Section 3 hereof, not at an adjourned or to execute a written postponed meeting) or consent of stockholders in lieu of any such meeting (if so permitted)or otherwise, all Stockholder Shares held by Stockholder of record as of on, and only on, the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action matters described in Section 3(iv)(B) hereof. (b) The proxy 1.1 and power to duly execute and deliver any and all consents, instruments or other agreements or documents in order to take any and all such actions in connection with or in furtherance of attorney granted herein shall be irrevocable during the term obligations of such Stockholder set forth in this Agreement, . Each Stockholder intends that the proxy granted hereby shall be deemed to be coupled with an interest sufficient pursuant to this Agreement and that such proxy, therefore, shall be irrevocable so long as this Section 1.2 remains in law effect pursuant to support an irrevocable proxy the terms of this Agreement. Each Stockholder hereby revokes all other proxies and shall revoke all prior proxies powers of attorney with respect to such Stockholder's Shares that it heretofore may have appointed or granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy respect to any person which conflicts with the proxy granted hereinmatters described in Section 1.1, and any attempt to do so shall be void. The no subsequent proxy or power of attorney granted shall be given or written consent executed (and if given or executed, shall not be effective) by such Stockholder with respect thereto. All authority herein is a durable power of attorney and conferred or agreed to be conferred shall survive the death or incapacity of Stockholder. (c) If a Stockholder fails for and any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote obligation of such Stockholder Shares by a Proxy Holder under this Agreement shall be binding upon the heirs, personal representatives, successors and a vote assigns of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 4(a) hereofStockholder.

Irrevocable Proxy. (a) 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. In the event and to the extent that the Stockholder fails to vote the Subject Shares in accordance with Section 1.1, the Stockholder shall be deemed to have irrevocably constitutes and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇granted to, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (eachappointed, a "Proxy Holder"), or any of them, with full power of substitution, its true and lawful proxy and Parent as attorney-in-fact and proxy for and on behalf of the Stockholder, for and in the name, place and stead of the Stockholder, to: (a) attend any and all meetings of Company Stockholders, with respect to any of the matters specified in Section 1.1, (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 meeting (and all meetings of Company Stockholders or in connection with any adjournment or postponement thereof) of the Company's stockholders called for purposes of considering whether action sought to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a be taken by written consent of stockholders in lieu Company 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 any such meeting (if so permitted)Section 1.1, all Stockholder written consents with respect to the Subject Shares held at any and all meetings of Company Stockholders or in connection with any action sought to be taken by Stockholder written consent of record as of Company Stockholders without a meeting. Parent agrees not to exercise the relevant record date in favor of proxy granted herein for any purpose other than the approval of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal or any other action purposes described in Section 3(iv)(B) hereof. (b) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, . The foregoing proxy shall be deemed to be a proxy coupled with an interest sufficient 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 termination of this Agreement and shall not be terminated by operation of law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2. The 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 Company. The Stockholder hereby affirms that the proxy set forth in law this Section 1.4 is given in connection with and granted in consideration of and as an inducement to support an Parent, Merger Sub and the Company to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. 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. 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 shall revoke take all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails other actions provided for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder 1.4 with respect to the matters set forth in Section 4(a) hereofsuch Subject Shares.

Irrevocable Proxy. Each Equityholder hereby revokes (aor agrees to cause to be revoked) Stockholder any proxies that such Equityholder has heretofore granted with respect to the Subject Shares. Such Equityholder hereby irrevocably constitutes and appoints Parent, which shall act by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇the Company, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (eachany individual designated in writing by it, a "Proxy Holder"), or any of them, with full power of substitution, its true and lawful proxy and as attorney-in-fact and proxy for and on behalf of such Equityholder, for and in the name, place and stead of such Equityholder, to: (a) attend any and all meetings of the Arrow Equityholders, (b) vote, express consent or dissent or issue instructions to the record holder to vote such Equityholder’s Subject Shares in accordance with the provisions of Section 1.1 at any meeting (and any adjournment or postponement thereof) all meetings of the Company's stockholders called for purposes of considering whether Arrow Equityholders or in connection with any action sought to approve the Merger Agreement and transactions contemplated thereby, any Third Party Acquisition Proposal or any other transaction described in Section 3 hereof, or to execute a be taken by written consent of stockholders in lieu the Arrow Equityholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of any such meeting (if so permitted)Section 1.1, all Stockholder written consents with respect to the Subject Shares held by Stockholder of record as at any and all meetings of the relevant record date Equityholders or in favor 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 such Equityholder, as applicable) until the approval termination of the Merger Agreement and transactions contemplated thereby and against any Third Party Acquisition Proposal shall not be terminated by operation of law or upon the occurrence of any other action described in event other than the termination of this Agreement pursuant to Section 3(iv)(B) hereof. (b) The 4.2. Such Equityholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts any substitution or revocation with the proxy granted hereinSecretary of Arrow. Stockholder shall not grant any proxy to any person which conflicts with Such Equityholder hereby affirms that the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder. (c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 3 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of the Company's stockholders and in any action by written consent of the Company's stockholders in accordance with this Section 4. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder with respect to the matters set forth in this Section 4(a) hereof1.4 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 such Equityholder 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.