Common use of Irrevocable Proxy Clause in Contracts

Irrevocable Proxy. Subject to the last sentence of this Section 4, by execution of this Agreement, Shareholder does hereby appoint Buyer with the full power of substitution and resubstitution, as Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of Shareholder’s rights with respect to Shareholder’s Shares, to vote each of such Shareholder Shares that Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 hereof at any Shareholders’ Meeting, and at any adjournment or postponement thereof, and in connection with any action of the shareholders of Seller taken by written consent. Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 hereof and hereby revokes any proxy previously granted by Shareholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. Subject to the last sentence of this Section 45, by execution of this Agreement, Shareholder Stockholder does hereby appoint Buyer and constitute the Seller and the Chief Executive Officer and Chief Financial Officer of the Seller, in their respective capacities as officers of the Seller and any individual who shall hereafter succeed to any such office of the Seller and any other designee of the Seller, and each of them individually, with the full power of substitution and resubstitution, as Shareholder’s Stockholder's true and lawful attorney attorneys-in-fact and irrevocable proxyproxies, to the full extent of Shareholder’s the undersigned's rights with respect to Shareholder’s the Shares, to vote each of such Shareholder the Shares that Shareholder such Stockholder shall be entitled to so vote solely with respect to the matters set forth in Section 2 hereof at any Shareholders’ Meeting, and at any adjournment or postponement thereof, and in connection with any action of the shareholders of Seller taken by written consent1 hereof. Shareholder Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 hereof Expiration Date and hereby revokes any proxy previously granted by Shareholder Stockholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this AgreementExpiration Date.

Irrevocable Proxy. Subject to the last sentence of this Section 45, by execution of this Agreement, the Shareholder does hereby appoint Buyer with the full power of substitution and resubstitutionto any Affiliate of Buyer, as the Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of the Shareholder’s rights with respect to Shareholder’s the Shares, to vote vote, if the Shareholder is unable to perform his obligations under this Agreement, each of such Shareholder Shares that the Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 1 hereof at any Shareholders’ Meetingmeeting of the shareholders of the Company, and at any adjournment or postponement thereof, and in connection with any action of the shareholders of Seller the Company taken by written consent. The Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 hereof Expiration Date and hereby revokes any proxy previously granted by the Shareholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination Expiration Date of this Agreement.

Irrevocable Proxy. Subject to the last sentence of this Section 45, by execution of this Agreement, the Shareholder, if and only if the Shareholder is unable to perform his or her obligations under this Agreement, does hereby appoint Buyer Buyers, with the full power of substitution and resubstitutionto any affiliate of Buyers, as the Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of the Shareholder’s rights with respect to Shareholder’s the Shares, to vote each of such Shareholder Shares that the Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 1 hereof at any Shareholders’ Meetingmeeting of the shareholders of Company, and at any adjournment or postponement thereof, and in connection with any action of the shareholders holders of Seller Common Stock taken by written consent. The Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 hereof Expiration Date and hereby revokes any proxy previously granted by the Shareholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this AgreementExpiration Date.

Irrevocable Proxy. Subject to the last sentence of this Section 4, by execution of this Agreement, Shareholder does hereby appoint Buyer with the full power of substitution and resubstitution, as Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of Shareholder’s rights with respect to Shareholder’s the Shares, to vote vote, if Shareholder is unable to perform his, her or its obligations under this Agreement, each of such Shareholder Shares that Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 1 hereof at any Shareholders’ Meetingmeeting of the shareholders of Company, and at any adjournment or postponement thereof, and in connection with any action of the shareholders of Seller Company taken by written consent. Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 7 hereof and hereby revokes any proxy previously granted by Shareholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. Subject to the last sentence of this Section 45, by execution of this Agreement, the Shareholder does hereby appoint Buyer with the full power of substitution and resubstitutionto any affiliate of Buyer, as the Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of the Shareholder’s rights with respect to Shareholder’s the Shares, to vote vote, if the Shareholder is unable to perform his, her or its obligations under this Agreement, each of such Shareholder Shares that the Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 1 hereof at any Shareholders’ Meetingmeeting of the shareholders of the Company, and at any adjournment or postponement thereof, and in connection with any action of the shareholders of Seller the Company taken by written consent. The Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 hereof Expiration Date and hereby revokes any proxy previously granted by the Shareholder with respect to the Shareholder SharesShares with respect to the matters set forth in Section 1 hereof. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination Expiration Date of this Agreement.

Irrevocable Proxy. Subject to the last sentence of this Section 4, by execution of this Agreement, Shareholder Stockholder does hereby appoint Buyer with the full power of substitution and resubstitution, as ShareholderStockholder’s true and lawful attorney and irrevocable proxy, to the full extent of ShareholderStockholder’s rights with respect to Shareholder’s the Shares, to vote vote, if Stockholder is unable to perform his, her, or its obligations under this Agreement, each of such Shareholder Shares that Shareholder Stockholder shall be entitled to so vote with respect to the matters set forth in Section 2 hereof 1 at any Shareholders’ Meetingmeeting of the stockholders of Company, and at any adjournment or postponement thereofof a stockholders’ meeting, and in connection with any action of the shareholders stockholders of Seller Company taken by written consent. Shareholder Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 hereof 7 and hereby revokes any proxy previously granted by Shareholder Stockholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrarycontrary in this Agreement, this irrevocable proxy shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. Subject to the last sentence of this Section 45, by execution of this Agreement, Shareholder does hereby appoint the Buyer with the full power of substitution and resubstitution, as Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of Shareholder’s rights with respect to Shareholder’s the Shares, to vote vote, if Shareholder is unable to perform his, her or its obligations under this Agreement, each of such Shareholder Shares that Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 1 hereof at any Shareholders’ Meetingmeeting of the shareholders of the Company, and at any adjournment or postponement thereof, and in connection with any action of the shareholders of Seller the Company taken by written consent. Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 hereof Expiration Date and hereby revokes any proxy previously granted by Shareholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination Expiration Date of this Agreement.

Irrevocable Proxy. Subject to the last sentence of this Section 45, by execution of this Agreement, Shareholder does hereby appoint Buyer appoints Touchstone with the full power of substitution and resubstitution, as Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of Shareholder’s rights with respect to Shareholder’s the Shares, to vote vote, if Shareholder is unable to perform his, her or its obligations under this Agreement, each of such Shareholder Shares that Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 1 hereof at any Shareholders’ Meetingmeeting of the shareholders of FXNC, and at any adjournment or postponement thereof, and in connection with any action of the shareholders of Seller FXNC taken by written consent. Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 7 hereof and hereby revokes any proxy previously granted by Shareholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. Subject to the last sentence of this Section 45, by execution of this Agreement, Shareholder does hereby appoint Buyer appoints FXNC with the full power of substitution and resubstitution, as Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of Shareholder’s rights with respect to Shareholder’s the Shares, to vote vote, if Shareholder is unable to perform his, her or its obligations under this Agreement, each of such Shareholder Shares that Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 1 hereof at any Shareholders’ Meetingmeeting of the shareholders of Touchstone, and at any adjournment or postponement thereof, and in connection with any action of the shareholders of Seller Touchstone taken by written consent. Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 7 hereof and hereby revokes any proxy previously granted by Shareholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement, including upon termination of the Merger Agreement by Touchstone pursuant to Section 9.1(f) of the Merger Agreement in order to enter into a Superior Proposal.

Irrevocable Proxy. Subject to the last sentence of this Section 45, by execution of this Agreement, Shareholder does hereby appoint Buyer Purchaser with the full power of substitution and resubstitution, as Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of Shareholder’s rights with respect to Shareholder’s the Shares, to vote vote, if Shareholder is unable to perform his, her or its obligations under this Agreement, each of such Shareholder Shares that Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 1 hereof at any Shareholders’ Meetingmeeting of the shareholders of Company, and at any adjournment or postponement thereof, and in connection with any action of the shareholders of Seller Company taken by written consent. Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 hereof 8 hereof, and hereby revokes any proxy previously granted by Shareholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrary, this This irrevocable proxy shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. Subject to the last sentence of this Section 4, by execution of this Agreement, Shareholder does hereby appoint Buyer CNB with the full power of substitution and resubstitution, as Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of Shareholder’s rights with respect to Shareholder’s the Shares, to vote vote, if Shareholder is unable to perform his, her or its obligations under this Agreement, each of such Shareholder Shares that Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 1 hereof at any Shareholders’ Meetingmeeting of the shareholders of ESSA, and at any adjournment or postponement thereof, and in connection with any action of the shareholders of Seller ESSA taken by written consent. The Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 7 hereof and hereby revokes any proxy previously granted by Shareholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. Subject to the last sentence of this Section 45, by execution of this Agreement, Shareholder does hereby appoint Buyer with the full power of substitution and resubstitution, as Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of Shareholder’s rights with respect to Shareholder’s the Shares, to vote vote, if Shareholder is unable to perform his, her or its obligations under this Agreement, each of such Shareholder Shares that Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 1 hereof at any Shareholders’ Meetingmeeting of the shareholders of Company, and at any adjournment or postponement thereof, and in connection with any action of the shareholders of Seller Company taken by written consent. Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 hereof 7 hereof, and hereby revokes any proxy previously granted by Shareholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrary, this This irrevocable proxy shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. Subject to the last sentence of this Section 45, by execution of this Agreement, the Shareholder does hereby appoint Buyer with the full power of substitution and resubstitution, as the Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of the Shareholder’s rights with respect to Shareholder’s the Shares, to vote vote, if the Shareholder is unable to perform his, her or its obligations under this Agreement, each of such Shareholder Shares that the Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 1 hereof at any Shareholders’ Meetingmeeting of the shareholders of the Company, and at any adjournment or postponement thereof, and in connection with any action of the shareholders of Seller the Company taken by written consent. The Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 hereof Expiration Date and hereby revokes any proxy previously granted by the Shareholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination Expiration Date of this Agreement.

Irrevocable Proxy. Subject to the last sentence of this Section 4, by execution of this Agreement, Shareholder does hereby appoint Buyer ESSA with the full power of substitution and resubstitution, as Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of Shareholder’s rights with respect to Shareholder’s the Shares, to vote vote, if Shareholder is unable to perform his, her or its obligations under this Agreement, each of such Shareholder Shares that Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 1 hereof at any Shareholders’ Meetingmeeting of the shareholders of CNB, and at any adjournment or postponement thereof, and in connection with any action of the shareholders of Seller CNB taken by written consent. The Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 6 hereof and hereby revokes any proxy previously granted by Shareholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. Subject to the last sentence of this Section 45, by execution of this Agreement, Shareholder does hereby appoint Buyer with the full power of substitution and resubstitution, as Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of Shareholder’s rights with respect to Shareholder’s the Shares, to vote vote, if Shareholder is unable to perform his, her or its obligations under this Agreement, each of such Shareholder Shares that Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 1 hereof at any Shareholders’ Meetingmeeting of the shareholders of the Company, and at any adjournment or postponement thereof, and in connection with any action of the shareholders of Seller the Company taken by written consent. Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 hereof Expiration Date and hereby revokes any proxy previously granted by Shareholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination Expiration Date of this Agreement.

Irrevocable Proxy. Subject to the last sentence of this Section 45, by execution of this Agreement, Shareholder does hereby appoint Buyer CenterState with the full power of substitution and resubstitution, as Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of Shareholder’s rights with respect to Shareholder’s the Shares, to vote each of such Shareholder Shares that Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 1 hereof at any Shareholders’ Meetingmeeting of the shareholders of Gulfstream, and at any adjournment or postponement thereof, and in connection with any action of the shareholders of Seller Gulfstream taken by written consent. Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 7 hereof and hereby revokes any proxy previously granted by Shareholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. Subject to the last sentence of this Section 4, by By execution of this Agreement, each Shareholder does hereby appoint Buyer with the full power of substitution and resubstitution, Civista as such Shareholder’s true and lawful attorney and irrevocable proxy, with full power of substitution and resubstitution, to the full extent of Shareholder’s such Shareholders rights with respect to Shareholder’s the Shares, to vote each or cause to be voted, if Shareholder is unable to perform his or her obligations under this Agreement, all of such Shareholder the Shares that such Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 1.1 hereof at any Shareholders’ Meetingmeeting of the shareholders of Farmers, and at any adjournment or postponement thereof, and in connection with any action by consent of the shareholders of Seller taken by written consentFarmers. Each Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 4.1 hereof and hereby revokes any proxy previously granted by such Shareholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrarycontrary contained herein, this irrevocable proxy shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. Subject to the last sentence of this Section 4, by execution of this Agreement, Shareholder does hereby appoint Buyer Parent with the full power of substitution and resubstitution, as Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of Shareholder’s rights with respect to Shareholder’s Shares, to vote each of such Shareholder Shares that Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 hereof at any Shareholders’ Meetingmeeting of the shareholders of Company, and at any adjournment or postponement thereof, and in connection with any action of the shareholders of Seller Company taken by written consentconsent with respect to such matters. Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 hereof and hereby revokes any proxy previously granted by Shareholder with respect to the Shareholder Shareholder’s Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. Subject to the last sentence of this Section 45, by execution of this Agreement, Shareholder does hereby appoint Buyer with the full power of substitution and resubstitution, as Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of Shareholder’s rights with respect to Shareholder’s the Shares, to vote vote, if Shareholder is unable to perform his, her or its obligations under this Agreement, each of such Shareholder Shares that Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 1 hereof at any Shareholders’ Meetingmeeting of the shareholders of FNB, and at any adjournment or postponement thereof, and in connection with any action of the shareholders of Seller FNB taken by written consent. Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 7 hereof and hereby revokes any proxy previously granted by Shareholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. Subject to the last sentence of this Section 4, by execution of this Agreement, Shareholder does hereby appoint Buyer NHTB with the full power of substitution and resubstitution, as Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of Shareholder’s rights with respect to Shareholder’s the Shares, to vote vote, if Shareholder is unable to perform his, her or its obligations under this Agreement, each of such Shareholder Shares that Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 1 hereof at any Shareholders’ Meetingmeeting of the shareholders of TNB, and at any adjournment or postponement thereof, and in connection with any action of the shareholders of Seller TNB taken by written consent. The Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 7 hereof and hereby revokes any proxy previously granted by Shareholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. Subject to the last sentence of this Section 4, by execution of this Agreement, Shareholder does hereby appoint Buyer SBBX with the full power of substitution and resubstitution, as Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of Shareholder’s rights with respect to Shareholder’s the Shares, to vote vote, if Shareholder is unable to perform his, her or its obligations under this Agreement, each of such Shareholder Shares that Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 1 hereof at any Shareholders’ Meetingmeeting of the shareholders of CBBC, and at any adjournment or postponement thereof, and in connection with any action of the shareholders of Seller CBBC taken by written consent. The Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 7 hereof and hereby revokes any proxy previously granted by Shareholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. Subject to the last sentence of this Section 4, by execution of this Agreement, Shareholder does hereby appoint Buyer with the full power of substitution and resubstitution, as Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of Shareholder’s rights with respect to Shareholder’s Shares, to vote each of such Shareholder Shares that Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 hereof at any Shareholders’ Meeting, and at any adjournment or postponement thereof, and in connection with any action of the shareholders of Seller Apollo Bank taken by written consent. Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 hereof and hereby revokes any proxy previously granted by Shareholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. Subject to the last sentence of this Section 4, by execution of this Agreement, Shareholder does hereby appoint Buyer with the full power of substitution and resubstitution, as Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of Shareholder’s rights with respect to Shareholder’s the Shares, to vote vote, if Shareholder is unable or unwilling to perform his, her or its obligations under this Agreement, each of such Shareholder Shares that Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 1 hereof at any Shareholders’ Meetingmeeting of the shareholders of Seller, and at any adjournment or postponement thereof, and in connection with any action of the shareholders of Seller taken by written consent. Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 7 hereof and hereby revokes any proxy previously granted by Shareholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. Subject to the last sentence of this Section 4, by execution of this Agreement, Shareholder does hereby appoint Buyer with the full power of substitution and resubstitution, as Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of Shareholder’s rights with respect to Shareholder’s the Shares, to vote vote, if Shareholder is unable to perform his, her, or its obligations under this Agreement, each of such Shareholder Shares that Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 hereof 1 at any Shareholders’ Meetingmeeting of the shareholders of Company, and at any adjournment or postponement thereofof a shareholders’ meeting, and in connection with any action of the shareholders of Seller Company taken by written consent. Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 hereof 7 and hereby revokes any proxy previously granted by Shareholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrarycontrary in this Agreement, this irrevocable proxy shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. Subject to the last sentence of this Section 4, by execution of this Agreement, Shareholder does hereby appoint Buyer with the full power of substitution and resubstitution, as Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of Shareholder’s rights with respect to Shareholder’s the Shares, to vote vote, if Shareholder is unable to perform his, her, or its obligations under this Agreement, each of such Shareholder Shares that Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 hereof 1 at any Shareholders’ Meetingmeeting of the shareholders of Company, and at any adjournment or postponement thereofof a shareholders meeting, and in connection with any action of the shareholders of Seller Company taken by written consent. Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 hereof 7 and hereby revokes any proxy previously granted by Shareholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrarycontrary in this Agreement, this irrevocable proxy shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. Subject to the last sentence of this Section 4, by execution of this Agreement, Shareholder does hereby appoint Buyer Cambridge with the full power of substitution and resubstitution, as Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of Shareholder’s rights with respect to Shareholder’s the Shares, to vote vote, if Shareholder is unable to perform his, her or its obligations under this Agreement, each of such Shareholder Shares that Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 1 hereof at any Shareholders’ Meetingmeeting of the shareholders of Northmark, and at any adjournment or postponement thereof, and in connection with any action of the shareholders of Seller Northmark taken by written consent. The Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 8 hereof and hereby revokes any proxy previously granted by Shareholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. Subject to the last sentence of this Section 4, by execution of this Agreement, Shareholder does hereby appoint Buyer SBBX with the full power of substitution and resubstitution, as Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of Shareholder’s rights with respect to Shareholder’s the Shares, to vote vote, if Shareholder is unable to perform his, her or its obligations under this Agreement, each of such Shareholder Shares that Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 1 hereof at any Shareholders’ Meetingmeeting of the shareholders of EBNJ, and at any adjournment or postponement thereof, and in connection with any action of the shareholders of Seller EBNJ taken by written consent. The Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 7 hereof and hereby revokes any proxy previously granted by Shareholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. Subject to the last sentence of this Section 4, by execution of this Agreement, Shareholder does hereby appoint Buyer with the full power of substitution and resubstitution, as Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of Shareholder’s rights with respect to Shareholder’s the Shares, to vote vote, if Shareholder is unable to perform his, her or its obligations under this Agreement, each of such Shareholder Shares that Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 1 hereof at any Shareholders’ Meetingmeeting of the shareholders of Company, and at any adjournment or postponement thereof, and in connection with any action of the shareholders of Seller Company taken by written consent. Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 7 hereof and hereby revokes any proxy previously granted by Shareholder with respect to the Shares. The proxy granted by the Shareholder Sharesshall not be exercised to vote, consent or act on any matter except as contemplated by Section 1 above. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. Subject to the last sentence of this Section 45, by execution of this Agreement, Shareholder does hereby appoint Buyer with the full power of substitution and resubstitution, as Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of Shareholder’s rights with respect to Shareholder’s the Shares, to vote vote, if Shareholder is unable to perform his, her or its obligations under this Agreement, each of such Shareholder Shares that Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 1 hereof at any Shareholders’ Meetingmeeting of the shareholders of Company, and at any adjournment or postponement thereof, and in connection with any action of the shareholders of Seller Company taken by written consent. Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 7 hereof and hereby revokes any proxy previously granted by Shareholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. Subject to the last sentence of this Section 4, by execution of this Agreement, Shareholder does hereby appoint Buyer Ion MHC with the full power of substitution and resubstitution, as Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of Shareholder’s rights with respect to Shareholder’s the Shares, to vote vote, if Shareholder is unable to perform his or her obligations under this Agreement, each of such Shareholder Shares that Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 1 hereof at any Shareholders’ Meetingmeeting of the shareholders of LPB, and at any adjournment or postponement thereof, and in connection with any action of the shareholders of Seller LPB taken by written consent. The Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 7 hereof and hereby revokes any proxy previously granted by Shareholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. Subject to the last sentence of this Section 45, by execution of this Agreement, Shareholder does hereby appoint Buyer CenterState with the full power of substitution and resubstitution, as Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of Shareholder’s rights with respect to Shareholder’s the Shares, to vote each of such Shareholder Shares that Shareholder shall be entitled to so vote with respect to the matters set forth in Section 2 1 hereof at any Shareholders’ Meetingmeeting of the shareholders of CBKS, and at any adjournment or postponement thereof, and in connection with any action of the shareholders of Seller CBKS taken by written consent. Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the termination of this Agreement pursuant to the terms of Section 9 7 hereof and hereby revokes any proxy previously granted by Shareholder with respect to the Shareholder Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement.