Common use of Irrevocable Proxy Clause in Contracts

Irrevocable Proxy. (a) Stockholder hereby constitutes and appoints Intel, which shall act by and through Cary ▇. ▇▇▇▇▇▇▇ ▇▇▇ Tere▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇ch, a "Proxy Holder"), or 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 the Combination, or any Third Party Acquisition, or to execute a written consent of stockholders in lieu of any such meeting, all Shares Beneficially Owned by Stockholder as of the record date with respect to such meeting or written consent in favor of the approval of the Merger Agreement and the Combination, with such modifications to the Merger Agreement as the parties thereto may make, or against a Third Party 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 matters. (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. 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.

Irrevocable Proxy. (ai) The Stockholder hereby constitutes and appoints Intel, which shall act by and through Cary ▇. ▇▇▇▇▇▇▇ ▇▇▇ Tere▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇ch, a "Proxy Holder"), or either of themParent, with full power of substitution, its true and lawful proxy and attorney-in-fact to vote vote, at any meeting (and any adjournment or postponement thereof) of the Company's stockholders called for purposes of considering whether to approve stockholders, the Merger Agreement and the Combination, or any Third Party Acquisition, or to execute a written consent of stockholders Shares in lieu of any such meeting, all Shares Beneficially Owned by Stockholder as of the record date accordance with respect to such meeting or written consent in favor of the approval of the Merger Agreement and the Combination, with such modifications to the Merger Agreement as the parties thereto may make, or against a Third Party Acquisition, as the case may beSection 1(a). 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 matters. (bii) 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 the Stockholder. The Stockholder shall agrees not to 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 the Stockholder. (iii) If the Stockholder fails for any reason to vote the Shares in accordance with the requirements of Section 1(a) hereof, then the Parent shall have the right to vote the Shares at any meeting of the Company's stockholder in accordance with the provisions of this Section 1(b). The vote of Parent shall control in any conflict between its vote of the Shares and a vote by the Stockholder of such Shares.

Irrevocable Proxy. (a) The Stockholder hereby constitutes 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 appoints Intelto 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, which the Stockholder shall act be deemed to have irrevocably granted to, and appointed, the Company, and any individual designated in writing by it, and through Cary ▇. ▇▇▇▇▇▇▇ ▇▇▇ Tere▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇cheach of them individually, a "Proxy Holder")as his, her or either 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 Company stockholders called for purposes of considering whether to approve the Merger Agreement and the Combination, or any Third Party Acquisition, or to execute a written consent of stockholders in lieu of any such meeting, all Shares Beneficially Owned by Stockholder as of the record date with respect to such meeting or written consent in favor any of the approval matters specified in, and in accordance and consistent with, Section 3 of this Agreement. The Company agrees not to exercise the Merger Agreement proxy granted herein for any purpose other than the purposes described in this Agreement. Except as otherwise provided for herein (including the next sentence), the Stockholder hereby affirms that the irrevocable proxy is coupled with an interest and the Combination, with may under no circumstances be revoked and that such modifications irrevocable proxy is executed and intended to the Merger Agreement as the parties thereto may make, or against a Third Party Acquisition, as the case may bebe irrevocable. 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 Notwithstanding any other matters. (b) The proxy and power of attorney granted herein shall be irrevocable during the term provisions of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an the irrevocable proxy and granted hereunder shall revoke all prior proxies granted by Stockholder. Stockholder shall not grant any proxy to any person which conflicts with automatically terminate upon the proxy granted herein, and any attempt to do so shall be void. The power termination of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholderthis Agreement.

Irrevocable Proxy. Shareholder hereby irrevocably undertakes to (ai) Stockholder hereby constitutes revoke (or procure the revocation of) any and appoints Intel, which shall act all previous proxy appointments granted with respect to the Shares and (ii) execute (or procure the execution of) any forms of proxy in respect of the Shares required to appoint the Company (or such Person nominated by and through Cary ▇. ▇▇▇▇▇▇▇ ▇▇▇ Tere▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇ch, a "Proxy Holder"), or either of themthe Company) as the Shareholder’s proxy, with full power of substitution, its true for and lawful proxy and attorney-in-fact in the 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 manner contemplated by Section 1.01 above as the Company or such Person nominated by the Company shall, in the Company's stockholders called for purposes of considering whether to approve the Merger Agreement and the Combination’s or such Person’s sole discretion, or any Third Party Acquisition, or to execute a written consent of stockholders in lieu of any such meeting, all Shares Beneficially Owned by Stockholder as of the record date deem proper with respect to such meeting or written consent in favor the Shares. By entering into this Agreement, Shareholder hereby appoints any member of the approval board of directors of the Merger Agreement and the Combination, Company as Shareholder’s attorney in fact with such modifications to the Merger Agreement as the parties thereto may make, or against a Third Party Acquisition, as the case may be. Such proxy shall be limited strictly to the full power to vote the Shares in the manner set forth in the preceding sentence and shall not extend give effect to any other matters. (b) of the matters contemplated by this Section 1.02. The proxy and power of attorney to be granted herein by Shareholder pursuant to this Article 1 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 proxy, and shall revoke all prior proxies be granted in consideration of the Company entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. Any proxy that may be granted by Stockholder. Stockholder Shareholder hereunder pursuant to this Section 1.02 shall not grant any proxy to any person which conflicts automatically terminate upon termination of this Agreement in accordance 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 StockholderSection 5.03 hereof.

Irrevocable Proxy. (a) The Stockholder hereby constitutes irrevocably grants to, and appoints Intelappoints, which shall act by and through Cary ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇ Tere▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇ch, a "Proxy Holder"), or either of themthem in their respective capacities as officers of Parent and any individual who shall hereafter succeed to any such office of Parent and each of them individually, with full power of substitution, its true and lawful such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, 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 the CombinationShares, or any Third Party Acquisition, grant a consent or to execute a written consent approval in respect of stockholders in lieu of any such meeting, all Shares Beneficially Owned by Stockholder as of the record date with respect to such meeting or written consent in favor of the approval of the Merger Agreement and the Combination, with such modifications to the Merger Agreement as the parties thereto may make, or against a Third Party Acquisition, as the case may be. Such proxy shall be limited strictly to the power to vote the Shares in the following manner set forth as specified in Section 3 hereof: (i) in favor of (i) adoption of the preceding sentence Merger Agreement, (ii) each of the actions contemplated by the Merger Agreement, and shall not extend (ii) any proposal or action that could reasonably be expected to facilitate the Merger and the other transactions contemplated by the Merger Agreement; (ii) against any proposal or action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other matterstransactions contemplated by the Merger Agreement; and (iii) against any Acquisition Proposal. (b) The Stockholder represents that any proxies given prior to this Agreement regarding the Shares are not irrevocable, and that such proxies are revoked. (c) The Stockholder affirms that the irrevocable proxy set forth in this Section 4 (the “Proxy”) is given in connection with the execution of the Merger Agreement, and power that such Proxy is given to secure the performance of attorney granted herein shall be irrevocable during the term duties of the Stockholder under this Agreement, shall be deemed to be . The Stockholder further affirms that the Proxy is coupled with an interest sufficient and may under no circumstances be revoked (other than by termination of this Agreement in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder. Stockholder shall not grant any proxy to any person which conflicts accordance 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 Stockholderits terms).

Irrevocable Proxy. (a) The Stockholder hereby constitutes 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 appoints Intelto the extent that the Stockholder fails to vote the Shares in accordance with Section 3 at any applicable meeting of the stockholders of Parent or pursuant to any applicable written consent of the stockholders of Parent, which the Stockholder shall act be deemed to have irrevocably granted to, and appointed, the Company, and any individual designated in writing by the Company, and through Cary ▇. ▇▇▇▇▇▇▇ ▇▇▇ Tere▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇cheach of them individually, a "Proxy Holder")as his, her or either 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 stockholders of Parent or at any meeting (and any adjournment or postponement thereof) of the Company's stockholders of Parent called for purposes of considering whether to approve the Merger Agreement and the Combination, or any Third Party Acquisition, or to execute a written consent of stockholders in lieu of any such meeting, all Shares Beneficially Owned by Stockholder as of the record date with respect to such meeting or written consent in favor any of the approval matters specified in, and in accordance and consistent with, Section 3 of this Agreement. The Company agrees not to exercise the Merger Agreement proxy granted herein for any purpose other than the purposes described in this Agreement. Except as otherwise provided for herein (including the next sentence), the Stockholder hereby affirms that the irrevocable proxy is coupled with an interest and the Combination, with may under no circumstances be revoked and that such modifications irrevocable proxy is executed and intended to the Merger Agreement as the parties thereto may make, or against a Third Party Acquisition, as the case may bebe irrevocable. 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 Notwithstanding any other matters. (b) The proxy and power of attorney granted herein shall be irrevocable during the term provisions of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an the irrevocable proxy and granted hereunder shall revoke all prior proxies granted by Stockholder. Stockholder shall not grant any proxy to any person which conflicts with automatically terminate upon the proxy granted herein, and any attempt to do so shall be void. The power termination of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholderthis Agreement.

Irrevocable Proxy. (a) The Stockholder hereby constitutes appoints the Company and appoints Intelany designee of the Company, and each of them individually, until the Expiration Time (at which time this proxy shall act by and through Cary ▇. ▇▇▇▇▇▇▇ ▇▇▇ Tere▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇ch, a "Proxy Holder"automatically be revoked), or either 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 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 the Combination, or any Third Party Acquisition, or to execute a act by written consent during the term of stockholders in lieu of any such meeting, all Shares Beneficially Owned by Stockholder as of the record date this Agreement with respect to such meeting or written consent in favor of the approval of the Merger Agreement and the Combination, with such modifications to the Merger Agreement as the parties thereto may make, or against a Third Party Acquisition, as the case may be. Such proxy shall be limited strictly to the power to vote the Shares in accordance with Section 3(a), in each case if and only if the Stockholder: (i) fails to vote, or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner set forth in which is inconsistent with the preceding sentence terms of this Agreement). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall not extend take such further action or execute such other instruments as may be necessary to any other matters. (b) The effectuate the intent of this proxy. This proxy and power of attorney granted herein by the Stockholder 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 proxy, and shall revoke any and all prior proxies granted by Stockholder. the Stockholder shall not grant any proxy with respect to any person which conflicts with 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 death bankruptcy, death, or incapacity of the Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Irrevocable Proxy. (a) The Stockholder hereby constitutes 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 appoints Intelto the extent that the Stockholder fails to vote the Shares in accordance with Section 3 at any applicable meeting of the stockholders of Gem or pursuant to any applicable written consent of the stockholders of Gem, which the Stockholder shall act be deemed to have irrevocably granted to, and appointed, the Company, and any individual designated in writing by it, and through Cary ▇. ▇▇▇▇▇▇▇ ▇▇▇ Tere▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇cheach of them individually, a "Proxy Holder")as his, her or either 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 Gem stockholders or at any meeting (and any adjournment or postponement thereof) of the Company's Gem stockholders called for purposes of considering whether to approve the Merger Agreement and the Combination, or any Third Party Acquisition, or to execute a written consent of stockholders in lieu of any such meeting, all Shares Beneficially Owned by Stockholder as of the record date with respect to such meeting or written consent in favor any of the approval matters specified in, and in accordance and consistent with, Section 3 of this Agreement. Gem agrees not to exercise the Merger Agreement proxy granted herein for any purpose other than the purposes described in this Agreement. Except as otherwise provided for herein, the Stockholder hereby affirms that the irrevocable proxy is coupled with an interest and the Combination, with may under no circumstances be revoked and that such modifications irrevocable proxy is executed and intended to the Merger Agreement as the parties thereto may make, or against a Third Party Acquisition, as the case may bebe irrevocable. 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 Notwithstanding any other matters. (b) The proxy and power of attorney granted herein shall be irrevocable during the term provisions of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an the irrevocable proxy and granted hereunder shall revoke all prior proxies granted by Stockholder. Stockholder shall not grant any proxy to any person which conflicts with automatically terminate upon the proxy granted herein, and any attempt to do so shall be void. The power termination of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholderthis Agreement.

Irrevocable Proxy. (a) The Stockholder hereby constitutes 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 appoints Intelto the extent that the Stockholder fails to vote the Shares in accordance with Section 3 at any applicable meeting of the stockholders of Magenta or pursuant to any applicable written consent of the stockholders of Magenta, which the Stockholder shall act be deemed to have irrevocably granted to, and appointed, the Company, and any individual designated in writing by the Company, and through Cary ▇. ▇▇▇▇▇▇▇ ▇▇▇ Tere▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇cheach of them individually, a "Proxy Holder")as his, her or either 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 Magenta stockholders or at any meeting (and any adjournment or postponement thereof) of the Company's Magenta stockholders called for purposes of considering whether to approve the Merger Agreement and the Combination, or any Third Party Acquisition, or to execute a written consent of stockholders in lieu of any such meeting, all Shares Beneficially Owned by Stockholder as of the record date with respect to such meeting or written consent in favor any of the approval matters specified in, and in accordance and consistent with, Section 3 of this Agreement. The Company agrees not to exercise the Merger Agreement proxy granted herein for any purpose other than the purposes described in this Agreement. Except as otherwise provided for herein, the Stockholder hereby affirms that the irrevocable proxy is coupled with an interest and the Combination, with may under no circumstances be revoked and that such modifications irrevocable proxy is executed and intended to the Merger Agreement as the parties thereto may make, or against a Third Party Acquisition, as the case may bebe irrevocable. 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 Notwithstanding any other matters. (b) The proxy and power of attorney granted herein shall be irrevocable during the term provisions of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an the irrevocable proxy and granted hereunder shall revoke all prior proxies granted by Stockholder. Stockholder shall not grant any proxy to any person which conflicts with automatically terminate upon the proxy granted herein, and any attempt to do so shall be void. The power termination of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholderthis Agreement.

Irrevocable Proxy. (a) The Stockholder hereby constitutes 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 appoints Intelto the extent that the Stockholder fails to vote the Shares in accordance with Section 3 at any applicable meeting of the stockholders of Volato or pursuant to any applicable written consent of the stockholders of Volato, which the Stockholder shall act be deemed to have irrevocably granted to, and appointed, Volato, and any individual designated in writing by and through Cary ▇. V▇▇▇▇▇▇▇ ▇▇▇ Tere▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇ch, a "Proxy Holder")and each of them individually, as his, her or either 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 Volato stockholders or at any meeting (and any adjournment or postponement thereof) of the Company's Volato stockholders called for purposes of considering whether to approve the Merger Agreement and the Combination, or any Third Party Acquisition, or to execute a written consent of stockholders in lieu of any such meeting, all Shares Beneficially Owned by Stockholder as of the record date with respect to such meeting or written consent in favor any of the approval matters specified in, and in accordance and consistent with, Section 3 of this Agreement. V▇▇▇▇▇ agrees not to exercise the Merger Agreement proxy granted herein for any purpose other than the purposes described in this Agreement. Except as otherwise provided for herein, the Stockholder hereby affirms that the irrevocable proxy is coupled with an interest and the Combination, with may under no circumstances be revoked and that such modifications irrevocable proxy is executed and intended to the Merger Agreement as the parties thereto may make, or against a Third Party Acquisition, as the case may bebe irrevocable. 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 Notwithstanding any other matters. (b) The proxy and power of attorney granted herein shall be irrevocable during the term provisions of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an the irrevocable proxy and granted hereunder shall revoke all prior proxies granted by Stockholder. Stockholder shall not grant any proxy to any person which conflicts with automatically terminate upon the proxy granted herein, and any attempt to do so shall be void. The power termination of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholderthis Agreement.

Irrevocable Proxy. (a) Stockholder Each Holder hereby constitutes and appoints Intel, which shall act by and through Cary ▇. designates ▇▇▇▇▇▇▇ ▇▇▇ Tere▇▇ ▇▇▇▇▇▇▇▇▇ ▇, Chairman of the Board of Directors of the Company, and any person succeeding to such office, as proxy for such Holder (▇▇ch, a herein referred to as the "Proxy Holder"), or either of them, with full power of substitution, its true and lawful proxy and attorney-in-fact to vote at any meeting (in accordance with this Agreement all voting rights of all Shares now or hereafter held or controlled by such Holder, but only as such voting rights pertain to the obligations and any adjournment agreements made herein. In the absence of, or postponement thereof) in the event of the inability or incapacity of, or in the event of the refusal to act by, such Proxy Holder, each Holder hereby designates ▇▇▇▇ ▇. ▇▇▇▇▇▇, President of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement , and the Combination, or any Third Party Acquisition, or to execute a written consent of stockholders in lieu of any such meeting, all Shares Beneficially Owned by Stockholder as of the record date with respect person succeeding to such meeting or written consent in favor of the approval of the Merger Agreement and the Combination, with such modifications to the Merger Agreement as the parties thereto may make, or against a Third Party Acquisitionoffice, as the case may besuch Proxy Holder. 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 matters. (b) The proxy hereby granted and power of attorney granted herein established shall be irrevocable during the term of this Agreement, shall be deemed to be and all Parties agree that such proxy is coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholderpower in accordance with subsection 5 of Section 78.355 of the Nevada Revised Statutes ("NRS") [interest sufficient in law to support an irrevocable power includes being a party to a voting agreement created pursuant to subsection 3 of NRS 78.365]. Stockholder shall not grant any proxy The Parties agree that each certificate representing Shares subject to any person which conflicts with the proxy granted hereinthis Agreement, and any attempt each information sheet for Shares without certificates, shall bear a legend conspicuously stated in boldface, font size 10 or larger, substantially as follows: In the event of the termination of this Agreement, the Shares subject to do so this Agreement shall be void. The power free of attorney granted herein is a durable power the restrictions imposed by this Agreement and each Holder shall surrender to the Company the certificates or other evidence of attorney ownership of such Holder's Shares, and the Company shall survive issue to each Holder, in lieu thereof, new certificates or similar evidence of ownership for an equal number of Shares without the death or incapacity of Stockholderrestrictive legend set forth above.

Irrevocable Proxy. (a) In furtherance of the agreements contained in Section 3 and Section 4 of this Agreement, the Voting Stockholder hereby constitutes irrevocably grants to and appoints Intelthe Voting Trustee, which and any individual or entity who shall act by and through Cary ▇. ▇▇▇▇▇▇▇ ▇▇▇ Tere▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇chhereafter succeed the Voting Trustee, a "Proxy Holder"), or either 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 the Combination, or any Third Party Acquisition, or to execute and deliver a written consent of stockholders in lieu of any such meeting, all Shares Beneficially Owned by Stockholder as of the record date with respect to such meeting or written consent in favor of the approval of the Merger Agreement and the Combination, with such modifications to the Merger Agreement as the parties thereto may make, or against a Third Party 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 matters. (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 the Company 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 set forth in this Section 5 is given by Stockholder. the Voting Stockholder shall not grant any proxy to any person which conflicts with the proxy granted hereinin connection with, and any attempt in consideration of and as an inducement to, the Company entering into the Purchase Agreement and that such irrevocable proxy is given to do so shall be void. The power secure the obligations of attorney granted herein is a durable power the Voting Stockholder under Section 3 of attorney and shall survive the death or incapacity of Stockholderthis Agreement.

Irrevocable Proxy. (a) Stockholder Each Died▇▇▇▇ ▇▇▇reholder hereby constitutes and appoints Intel, Second Cup which shall act by and through Cary Mich▇. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇ Tere▇Kath▇ ▇▇▇▇. ▇▇▇▇▇ (▇▇ch, a "Proxy Holder"), or either and each of them, with full power of substitution, his or its true and lawful proxy and attorney-in-fact to vote at any and all meetings of the shareholders of Died▇▇▇▇ ▇▇▇fee, whether annual or special, including, without limitation, the meeting (of shareholders of Died▇▇▇▇ ▇▇▇fee referred to in Section 4.7(b) of the Merger Agreement, and at any adjournment or postponement thereof) adjournments or postponements of any such meetings, such Died▇▇▇▇ ▇▇▇res owned by such Died▇▇▇▇ ▇▇▇reholder, in favor of the Company's stockholders called for purposes of considering whether to approve Merger, the Merger Agreement and the Combination, or any Third Party Acquisition, or to execute a written consent of stockholders in lieu of any such meeting, all Shares Beneficially Owned by Stockholder as of the record date with respect to such meeting or written consent in favor of the approval of the Merger Agreement and the Combinationtransactions contemplated thereby, with such modifications to the Merger Agreement as the parties thereto may make, or against a Third Party Acquisition, as the case may be. Such proxy shall be limited strictly to the power to vote the Shares such Died▇▇▇▇ ▇▇▇res in the manner set forth in the preceding sentence and shall not extend to any other matters. (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 Stockholdereach Died▇▇▇▇ ▇▇▇reholder. Stockholder Each Died▇▇▇▇ ▇▇▇reholder 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 disability or incapacity incompetence of Stockholdereach Died▇▇▇▇ ▇▇▇reholder.

Irrevocable Proxy. (a) The Stockholder hereby constitutes 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 appoints Intelto 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, which the Stockholder shall act be deemed to have irrevocably granted to, and appointed, the Company, and any individual designated in writing by it, and through Cary ▇. ▇▇▇▇▇▇▇ ▇▇▇ Tere▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇cheach of them individually, a "Proxy Holder")as his, her or either 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 Company stockholders called for purposes of considering whether to approve the Merger Agreement and the Combination, or any Third Party Acquisition, or to execute a written consent of stockholders in lieu of any such meeting, all Shares Beneficially Owned by Stockholder as of the record date with respect to such meeting or written consent in favor any of the approval matters specified in, and in accordance and consistent with, Section 3 of this Agreement. The Company agrees not to exercise the Merger Agreement proxy granted herein for any purpose other than the purposes described in this Agreement. Except as otherwise provided for herein (including the next sentence), the Stockholder hereby affirms that the irrevocable proxy is coupled with an interest and the Combination, with may under no circumstances be revoked and that such modifications irrevocable proxy is executed and intended to the Merger Agreement as the parties thereto may make, or against a Third Party Acquisition, as the case may bebe irrevocable. 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 Notwithstanding any other matters. (b) The proxy and power of attorney granted herein shall be irrevocable during the term provisions of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an the irrevocable proxy and granted hereunder shall revoke all prior proxies granted by Stockholder. Stockholder shall not grant any proxy to any person which conflicts with automatically terminate on 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 StockholderExpiration Date.

Irrevocable Proxy. (a) The Stockholder hereby constitutes 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 appoints Intelto the extent that the Stockholder fails to vote the Shares in accordance with Section 3 at any applicable meeting of the stockholders of Merger Partner or pursuant to any applicable written consent of the stockholders of Merger Partner, which the Stockholder shall act be deemed to have irrevocably granted to, and appointed, Public Company, and any individual designated in writing by Public Company, and through Cary ▇. ▇▇▇▇▇▇▇ ▇▇▇ Tere▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇cheach of them individually, a "Proxy Holder")as his, her or either 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 Merger Partner stockholders or at any meeting (and any adjournment or postponement thereof) of the Company's Merger Partner stockholders called for purposes of considering whether to approve the Merger Agreement and the Combination, or any Third Party Acquisition, or to execute a written consent of stockholders in lieu of any such meeting, all Shares Beneficially Owned by Stockholder as of the record date with respect to such meeting or written consent in favor any of the approval matters specified in, and in accordance and consistent with, Section 3 of this Agreement. Public Company agrees not to exercise the Merger Agreement proxy granted herein for any purpose other than the purposes described in this Agreement. Except as otherwise provided for herein, the Stockholder hereby affirms that the irrevocable proxy is coupled with an interest and the Combination, with may under no circumstances be revoked and that such modifications irrevocable proxy is executed and intended to the Merger Agreement as the parties thereto may make, or against a Third Party Acquisition, as the case may bebe irrevocable. 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 Notwithstanding any other matters. (b) The proxy and power of attorney granted herein shall be irrevocable during the term provisions of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an the irrevocable proxy and granted hereunder shall revoke all prior proxies granted by Stockholder. Stockholder shall not grant any proxy to any person which conflicts with automatically terminate upon the proxy granted herein, and any attempt to do so shall be void. The power termination of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholderthis Agreement.

Irrevocable Proxy. The Advisor hereby revokes (aor agrees to cause to be revoked) Stockholder hereby constitutes any proxies that the Advisor has heretofore granted with respect to the Stockholders’ Shares. In the event and appoints Intelto the extent that the Advisor fails to vote the Shares in accordance with Section 3 at any applicable meeting of the stockholders of Parent or pursuant to any applicable written consent of the stockholders of Parent, which the Advisor shall act be deemed to have irrevocably granted to, and appointed, the Company, and any individual designated in writing by the Company, and through Cary ▇. ▇▇▇▇▇▇▇ ▇▇▇ Tere▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇cheach of them individually, a "Proxy Holder")as his, her or either 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 stockholders of Parent or at any meeting (and any adjournment or postponement thereof) of the Company's stockholders of Parent called for purposes of considering whether to approve the Merger Agreement and the Combination, or any Third Party Acquisition, or to execute a written consent of stockholders in lieu of any such meeting, all Shares Beneficially Owned by Stockholder as of the record date with respect to such meeting or written consent in favor any of the approval matters specified in, and in accordance and consistent with, Section 3 of this Agreement. The Company agrees not to exercise the Merger Agreement proxy granted herein for any purpose other than the purposes described in this Agreement. Except as otherwise provided for herein (including the next sentence), the Advisor hereby affirms that the irrevocable proxy is coupled with an interest and the Combination, with may under no circumstances be revoked and that such modifications irrevocable proxy is executed and intended to the Merger Agreement as the parties thereto may make, or against a Third Party Acquisition, as the case may bebe irrevocable. 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 Notwithstanding any other matters. (b) The proxy and power of attorney granted herein shall be irrevocable during the term provisions of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an the irrevocable proxy and granted hereunder shall revoke all prior proxies granted by Stockholder. Stockholder shall not grant any proxy to any person which conflicts with automatically terminate upon the proxy granted herein, and any attempt to do so shall be void. The power termination of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholderthis Agreement.

Irrevocable Proxy. (a) Stockholder hereby 5.1 Secured Party irrevocably constitutes and appoints Intel, which shall act by and through Cary ▇. ▇▇▇▇▇▇▇ ▇▇▇ Tere▇▇ ▇▇▇▇▇▇▇▇, ▇▇. and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇ch, a "Proxy Holder"), or either of them, “the Erhartics”) as Secured Party’s proxy with full power power, in the same manner, to the same extent and with the same effect as if Secured Party were to do the same, in the sole discretion of substitution, its true Pledgor: (a) To call a meeting of the stockholders of the Company 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 the Combination, or any Third Party AcquisitionPledged Securities, or to execute a written seek the consent of stockholders in lieu of any such meeting, all Shares Beneficially Owned by Stockholder as of the record date with respect to such meeting or written consent in favor of the approval of the Merger Agreement and the Combination, with such modifications to the Merger Agreement as the parties thereto may make, or against a Third Party 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 matters.stockholders; (b) The proxy To consent to any and all actions by or with respect to the Company for which consent of the stockholders of the Company is or may be necessary or appropriate; and (c) Without limitation, to do all things that Secured Party can do or could do as stockholder of the Company, giving the Erhartics full power of attorney granted herein substitution and revocation; provided, however, that (i) the foregoing irrevocable proxy shall not be exercisable by Secured Party, and the Erhartics alone shall have the foregoing powers, so long as there is no Event of Default hereunder or under the Note, and (ii) this irrevocable during proxy shall terminate at such time as the term of this Agreement, shall be deemed to be Note has been paid in full. The foregoing proxy is coupled with an interest sufficient in law to support an irrevocable proxy power and shall revoke all prior proxies granted by Stockholder. 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 irrevocable and shall survive the death sale, merger, or incapacity any other corporate transaction of StockholderPledgor. Pledgor hereby revokes any proxy or proxies heretofore given to any person or persons and agrees not to give any other proxies in derogation hereof until such time as the Note has been paid in full.

Irrevocable Proxy. The Advisor hereby revokes (aor agrees to cause to be revoked) Stockholder hereby constitutes any proxies that the Advisor has heretofore granted with respect to the Stockholders’ Shares. In the event and appoints Intelto the extent that the Advisor 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, which the Advisor shall act be deemed to have irrevocably granted to, and appointed, Parent, and any individual designated in writing by and through Cary ▇. ▇▇▇▇▇▇▇ ▇▇▇ Tere▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇ch, a "Proxy Holder")and each of them individually, as his, her or either 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 stockholders of the Company or 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 the Combination, or any Third Party Acquisition, or to execute a written consent of stockholders in lieu of any such meeting, all Shares Beneficially Owned by Stockholder as of the record date Company called with respect to such meeting or written consent in favor any of the approval matters specified in, and in accordance and consistent with, Section 3 of this Agreement. ▇▇▇▇▇▇ agrees not to exercise the Merger Agreement proxy granted herein for any purpose other than the purposes described in this Agreement. Except as otherwise provided for herein (including the next sentence), the Advisor hereby affirms that the irrevocable proxy is coupled with an interest and the Combination, with may under no circumstances be revoked and that such modifications irrevocable proxy is executed and intended to the Merger Agreement as the parties thereto may make, or against a Third Party Acquisition, as the case may bebe irrevocable. 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 Notwithstanding any other matters. (b) The proxy and power of attorney granted herein shall be irrevocable during the term provisions of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an the irrevocable proxy and granted hereunder shall revoke all prior proxies granted by Stockholder. Stockholder shall not grant any proxy to any person which conflicts with automatically terminate upon the proxy granted herein, and any attempt to do so shall be void. The power termination of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholderthis Agreement.

Irrevocable Proxy. (ai) Stockholder hereby constitutes revokes (or agrees to cause to be revoked) any and all proxies that it has heretofore granted with respect to the Covered Shares. Stockholder hereby irrevocably appoints Intel, which shall act by Parent as attorney-in-fact and through Cary ▇. ▇▇▇▇▇▇▇ ▇▇▇ Tere▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇ch, a "Proxy Holder"), or either of themproxy, with full power of substitution, for and on its true behalf, for and lawful proxy in the name, place and attorney-in-fact stead of Stockholder, to (x) vote, express consent or dissent or issue instructions to the holder of record of any Covered Shares to vote such Covered Shares in accordance with the provisions of Section 2 at any meeting (and any adjournment or postponement thereof) of the stockholders of the Company's stockholders called for purposes of considering whether to approve the Merger Agreement , and the Combination(y) grant or withhold, or any Third Party Acquisition, or issue instructions to execute a written consent the holder of stockholders in lieu record of any such meetingCovered Shares to grant or withhold, in accordance with the provisions of Section 2, all Shares Beneficially Owned by Stockholder as of the record date written consents with respect to such meeting or written consent in favor of the approval of the Merger Agreement and the Combination, with such modifications to the Merger Agreement as the parties thereto may make, or against a Third Party 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 mattersCovered Shares. (bii) 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 Stockholder) and shall not be terminated by operation of any Law or upon the occurrence of any other event other than the termination of this Agreement in law to support an accordance with Section 7. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2(b) is given in connection with, and shall revoke all prior proxies granted by Stockholderin consideration of and as an inducement to Parent entering into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Stockholder under Section 2(a). Parent covenants and agrees with Stockholder shall not grant any that Parent will exercise the foregoing proxy to any person which conflicts consistent with the proxy granted herein, and any attempt to do so shall be void. The power provisions of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of StockholderSection 2(a).

Irrevocable Proxy. (ai) Stockholder The Stockholders hereby constitutes constitute and appoints Intel, which shall act by and through Cary ▇. ▇▇▇▇▇▇▇ ▇▇▇ Tere▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇ch, a "Proxy Holder"), or either of themappoint Seller, with full power of substitution, its their true and lawful proxy and attorney-in-fact to vote vote, at any meeting (and any adjournment or postponement thereof) of the CompanyBuyer's stockholders called for purposes of considering whether to approve stockholders, the Merger Agreement and the Combination, or any Third Party Acquisition, or to execute a written consent of stockholders Shares in lieu of any such meeting, all Shares Beneficially Owned by Stockholder as of the record date accordance with respect to such meeting or written consent in favor of the approval of the Merger Agreement and the Combination, with such modifications to the Merger Agreement as the parties thereto may make, or against a Third Party Acquisition, as the case may beSection 1(a). 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 matters. (bii) 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 Stockholderthe Stockholders. Stockholder shall The Stockholders agree not to 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 Stockholderany of the Stockholders who are individuals. (iii) If the Stockholders fail for any reason to vote the Shares in accordance with the requirements of Section 1(a) hereof, then the Seller shall have the right to vote the Shares at any meeting of the Buyer's stockholders in accordance with the provisions of this Section 1(b). The vote of Seller shall control in any such conflict between its vote of the Shares and a vote by any of the Stockholders of such Shares.

Irrevocable Proxy. (a) The Stockholder hereby constitutes 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 appoints Intelto the extent that the Stockholder fails to vote the Shares in accordance with Section 3 at any applicable meeting of the stockholders of Parent or pursuant to any applicable written consent of the stockholders of Parent, which the Stockholder shall act be deemed to have irrevocably granted to, and appointed, Parent, and any individual designated in writing by it, and through Cary ▇. ▇▇▇▇▇▇▇ ▇▇▇ Tere▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇cheach of them individually, a "Proxy Holder")as his, her or either 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 ▇▇▇▇▇, to vote his, her or its Shares in any action by written consent of Parent stockholders or at any meeting (and any adjournment or postponement thereof) of the Company's Parent stockholders called for purposes of considering whether to approve the Merger Agreement and the Combination, or any Third Party Acquisition, or to execute a written consent of stockholders in lieu of any such meeting, all Shares Beneficially Owned by Stockholder as of the record date with respect to such meeting or written consent in favor any of the approval matters specified in, and in accordance and consistent with, Section 3 of this Agreement. ▇▇▇▇▇▇ agrees not to exercise the Merger Agreement proxy granted herein for any purpose other than the purposes described in this Agreement. Except as otherwise provided for herein, the Stockholder hereby affirms that the irrevocable proxy is coupled with an interest and the Combination, with may under no circumstances be revoked and that such modifications irrevocable proxy is executed and intended to the Merger Agreement as the parties thereto may make, or against a Third Party Acquisition, as the case may bebe irrevocable. 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 Notwithstanding any other matters. (b) The proxy and power of attorney granted herein shall be irrevocable during the term provisions of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an the irrevocable proxy and granted hereunder shall revoke all prior proxies granted by Stockholder. Stockholder shall not grant any proxy to any person which conflicts with automatically terminate on 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 StockholderExpiration Date.