Common use of Proxy Clause in Contracts

Proxy. (a) Effective upon such time as Purchaser ------ accepts for payment and pays for, pursuant to the Offer and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller hereby irrevocably grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of them, and any individual designated in writing by either of them, and each of them individually, as Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Shares or grant a consent or approval in respect of the Shares on any matter in such proxy's sole discretion. Seller hereby further affirms that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. (b) Seller agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Shares to any person other than to Purchaser pursuant to the Acquisition or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Shares other than this Agreement, and shall not commit or agree to take any of the foregoing actions.

Proxy. (a) Effective upon such time as Purchaser ------ accepts for payment The Shareholder hereby constitutes and pays forappoints the President of Parent, pursuant to the Offer and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller hereby irrevocably grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of them, and any individual designated in writing by either of them, and each of them individually, as Seller's proxy and attorney-in-fact (with full power of substitution), for as the Shareholder’s proxy with respect to the matters set forth herein, including without limitation, each of the matters described in Sections 2.1 and 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the namemanner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, place and stead of Selleras such, to vote the Shares or grant a consent or approval in respect of the Shares on any matter in such proxy's sole discretion. Seller hereby further affirms that such irrevocable proxy is coupled with an interest and may under no circumstances shall be revoked. Seller hereby ratifies irrevocable unless and confirms all that until this Agreement or any such irrevocable proxy may lawfully do rights granted hereunder terminate or cause expire pursuant to be done by virtue the terms hereof. Such irrevocable proxy is executed The Shareholder hereby revokes any and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. (b) Seller agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) all previous proxies with respect to the Transfer ofShareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any Shares to any person other than to Purchaser rights granted hereunder terminate or expire pursuant to the Acquisition terms hereof, purport to grant any other proxy or (ii) power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting arrangementof any of any of the Shareholder’s Owned Shares, whether by proxy, voting agreement or otherwisein each case, with respect to any Shares other than this Agreement, and shall not commit or agree to take any of the foregoing actionsmatters set forth herein.

Proxy. (a) Effective upon such time as Purchaser ------ accepts for payment and pays for, pursuant Prior to the Offer and prior to ClosingExpiration Date, any shares of Company Common Stock pursuant to the Offer, Seller Holder hereby irrevocably (i) grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of themTopco, and any individual person designated in writing by either of themTopco, and each of them individually, as Seller's ▇▇▇▇▇▇’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of SellerHolder, to vote all of the Rollover Shares or grant execute and deliver a consent or approval in respect of the Rollover Shares on (or cause any matter vote or consent to be provided in respect to all of the Rollover Shares), in accordance with the terms of Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (e) hereof, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as ▇▇▇▇▇▇’s attorney-in-fact and proxy to vote the Rollover Shares, and to exercise all voting, consent and similar rights of Holder with respect to the Rollover Shares (including the power to execute and deliver written consents), solely with respect to matters set forth in Sections 2.4(a) – (d) hereof, at the Company Stockholder Meeting and any other annual or special meeting of stockholders and in every action by written consent in lieu of such proxy's sole discretiona meeting in accordance with the terms of Section 2.4 hereof. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, and ▇▇▇▇▇▇ agrees to promptly notify Topco and the Company of such revocation. Seller Holder hereby affirms that the proxy granted herein is given in connection with the execution of the Merger Agreement and that such proxy is given to secure the performance of the duties of Holder under this Agreement. Holder hereby further affirms that such irrevocable the proxy granted herein is coupled with an interest sufficient at law to support the creation of a proxy and power of attorney and may under no circumstances be revoked. Seller Holder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended ▇▇▇▇▇▇ agrees to be irrevocable vote the Rollover Shares in accordance with the provisions of Section 212(e) of the DGCL. (b) Seller agrees not to (i) sell2.4 hereof, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) solely with respect to the Transfer of, any Shares to any person other than to Purchaser pursuant matters set forth in Sections 2.4(a) – (d) hereof. Notwithstanding anything to the Acquisition or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Shares other than contrary in this Agreement, the proxy and attorney-in-fact granted by Holder pursuant to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall not commit or agree to take any be revocable by Holder upon the termination of the foregoing actionsMerger Agreement pursuant to and in accordance with its terms.

Proxy. (ai) Effective upon such time In furtherance of Shareholder’s agreement in Section 2(a), Shareholder hereby appoints Parent as Purchaser ------ accepts for payment and pays for, pursuant to the Offer and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller hereby irrevocably grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of them, and any individual designated in writing by either of them, and each of them individually, as Seller's Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of SellerShareholder, to vote the or execute written consents with respect to all Shareholder Shares or grant a consent or approval in respect at any meeting of shareholders of the Company, however called, or any adjournment thereof, (A) against any Acquisition Proposal or any other proposal made in opposition to the adoption of the Merger Agreement, (B) against any agreement (including any amendment of any agreement), amendment of the Company’s organizational documents or other action or transaction, in each case, that is intended or could reasonably be expected to prevent or impede, interfere with or materially delay the consummation of the Offer or the Merger and (C) otherwise in accordance with Section 2(a); provided, however, that Shareholder’s grant of the proxy contemplated by this Section 2(b) shall be effective if, and only if, Shareholder has not delivered to the Secretary of the Company (with a copy to Parent), at least ten (10) business days prior to such meeting, a duly executed proxy card previously approved by Parent voting the Shareholder Shares on in the manner specified in Section 2(a) or, in the event such proxy card has been thereafter modified, rescinded or revoked or Shareholder otherwise fails to provide evidence of compliance with his obligations under Section 2(a) in form and substance reasonably acceptable to Parent. In the event that Shareholder fails for any matter in such proxy's sole discretion. Seller hereby further affirms that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause reason to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable vote in accordance with the provisions requirements of Section 212(e) 2(a), the vote of the DGCLproxyholder shall control in any conflict between the vote by the proxyholder in accordance with this Agreement and a vote by Shareholder. (bii) Seller agrees not It is hereby agreed that Parent will use any proxy granted by Shareholder solely in accordance with applicable Law and will only vote the Shareholder Shares subject to (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) such proxy with respect to the Transfer ofmatters and in the manner specified in Section 2(b)(i). (iii) Such proxy shall be valid and irrevocable until the termination of this Agreement in accordance with Section 5. Any proxy granted hereunder shall automatically terminate, and any Shares to any person other than to Purchaser pursuant to underlying appointment shall automatically be revoked and rescinded and of no force and effect, upon the Acquisition or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Shares other than termination of this Agreement, in each case without any further action by any party. (iv) Shareholder represents that any and shall all other proxies or powers of attorney heretofore given in respect of Shareholder Shares of Shareholder are revocable, and that such other proxies or powers of attorney have been revoked or, if not commit or agree yet revoked, are hereby revoked, and Shareholder agrees to take any promptly notify the Company of such revocation. Shareholder affirms that the foregoing proxy is: (A) given (1) in connection with the execution of the foregoing actionsMerger Agreement and (2) to secure the performance of Shareholder’s duties under this Agreement, (B) COUPLED WITH AN INTEREST AND MAY NOT BE REVOKED EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT and (C) INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH MARYLAND LAW PRIOR TO TERMINATION OF THIS AGREEMENT PURSUANT TO ITS TERMS. All authority herein conferred shall be binding upon the successors and assigns of Shareholder.

Proxy. (a) Effective upon such time Solely in the event of a failure by Stockholder to act in accordance with Stockholder’s obligations as Purchaser ------ accepts for payment and pays for, to voting pursuant to the Offer and prior to ClosingSection 1(a), any shares of Company Common Stock pursuant to the Offer, Seller Stockholder hereby irrevocably (until the termination of this Agreement in accordance with its terms) grants to, to and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of them, and any individual designated in writing by either of them, and each of them individually, appoints SJW as Seller's Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of SellerStockholder, to represent, vote the Shares or grant a consent or approval in respect and otherwise act (by voting at any meeting of the SJW stockholders, by written consent in lieu thereof or otherwise) with respect to the Covered Shares on any matter regarding the matters referred to in such proxy's sole discretionSection 1(a) until the termination of this Agreement in accordance with its terms, to the same extent and with the same effect as Stockholder might or could do under applicable Law. Seller hereby further affirms that such irrevocable The proxy granted pursuant to this Section 1(b) is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to shall be irrevocable until the termination of this Agreement in accordance with its terms. Until the provisions termination of Section 212(e) this Agreement in accordance with its terms, Stockholder will take such further action and will execute such other instruments as may be necessary to effectuate the intent of the DGCL. (b) Seller agrees not this proxy. Stockholder hereby revokes any and all previous proxies or powers of attorney granted with respect to (i) sell, transfer, pledge, assign any of Stockholder’s Shares that may have heretofore been appointed or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) granted with respect to the Transfer ofmatters referred to in this Section 1(b), any Shares to any person other than to Purchaser pursuant and prior to the Acquisition termination of this Agreement in accordance with its terms no subsequent proxy (whether revocable or (iiirrevocable) enter into or power of attorney shall be given by Stockholder, except as required by any election form or letter of transmittal in connection with the Merger, or in connection with Stockholder voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Shares other than this Agreement, and shall not commit or agree to take any proxy at the meeting of the foregoing actionsSJW stockholders as contemplated by Section 1(a). Notwithstanding the foregoing, this proxy shall terminate upon termination of this Agreement in accordance with its terms.

Proxy. (a) Effective upon such During the time as Purchaser ------ accepts for payment and pays forthis Agreement is in effect, pursuant to the Offer and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller each Stockholder hereby irrevocably grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇agrees from time to time to grant to, and appoint, Parent and Purchaser, or either any of them, and any individual designated in writing by either any of them, and each of them individually, as Sellersuch Stockholder's proxy proxy, agent and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Stockholder, to vote the Shares (or cause to be voted) its Securities, or grant a consent or approval in respect of its Securities, in each case, with respect to any Subject Proposal, in a manner consistent with Section 1.02 above. (b) Each Stockholder understands and acknowledges that Parent and Purchaser are entering into the Shares on any matter Merger Agreement in reliance upon such proxyStockholder's sole discretionexecution and delivery of this Agreement. Seller Each Stockholder hereby further affirms that the proxy set forth in this Section 1.03 is given in connection with the execution of this Agreement, and that such irrevocable proxy is coupled with an interest and may given to secure the performance of the duties of such Stockholder under no circumstances be revokedthis Agreement. Seller Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable Each Stockholder will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy is executed and intended hereby revokes any proxy previously granted by it with respect to its Securities that would be irrevocable in accordance inconsistent with the provisions proxy granted pursuant to Section 1.03(a). No Stockholder shall hereafter, unless and until this Agreement terminates pursuant to Section 4.01 hereof, purport to vote (or execute a consent with respect to) its Securities with respect to any Subject Proposal (other than through this irrevocable proxy) or grant any other proxy or power of Section 212(e) attorney with respect to any of the DGCL. its Securities to vote with respect to any Subject Proposal, deposit any of its Securities into a voting trust or enter into any agreement (b) Seller agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"other than this Agreement), arrangement or enter -------- into understanding with any contractperson, option directly or indirectly, to vote with respect to any such Subject Proposal, grant any proxy or give instructions (other arrangement (including any profit sharing arrangementthan in this Agreement) with respect to the Transfer of, any Shares to any person other than to Purchaser pursuant to the Acquisition or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, of such Securities with respect to any Shares other than this Agreement, and shall not commit or agree to take any of the foregoing actionsSubject Proposal.

Proxy. (a) Effective upon such time as Purchaser ------ accepts for payment and pays forDuring the Support Period, pursuant to the Offer and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller each Shareholder hereby irrevocably and unconditionally grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Parent or either any designee of them, and any individual designated in writing by either of them, and each of them individually, Parent as Seller's such Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Shareholder, to vote or cause to be voted (including by proxy or written consent, if applicable) the Shares as of the applicable record date in accordance with Section 3; provided that each Shareholder’s grant of the proxy contemplated by this Section 4 shall be effective if, and only if, such Shareholder has not delivered to the Company prior to the meeting at which any of the matters described in Section 3 are to be considered, a duly executed irrevocable proxy card directing that all of his or her Shares be voted in accordance with Section 3; provided, further, that any grant a consent of such proxy shall only entitle Parent or approval its designee to vote on the matters specified by Section 3, and each Shareholder shall retain the authority to vote on all other matters. Each Shareholder hereby represents that any proxies heretofore given in respect of his or her Shares with respect to the Shares on any matter matters specified by Section 3, if any, are revocable, and hereby revokes all other proxies. Each Shareholder hereby affirms that the irrevocable proxy set forth in such proxy's sole discretion. Seller hereby further affirms this Section 4, if it becomes effective, is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. The parties hereby further affirm that the irrevocable proxy, if it becomes effective, is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable until the termination of this Agreement, at which time it will terminate automatically. If for any reason any proxy granted herein is not irrevocable and is revoked after it becomes effective, then the Shareholder agrees, until the termination of this Agreement, to vote the Shares in accordance with the provisions of Section 212(e) of the DGCL. (b) Seller agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Shares to any person other than to Purchaser pursuant to the Acquisition or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Shares other than this Agreement, and shall not commit or 3. The parties agree to take any of that the foregoing actionsis a voting agreement.

Proxy. (a) Effective upon The obligations of the Shareholders specified in Section 1 shall apply whether or not the Merger or any action described above is recommended by the board of directors of ION or any committee thereof or the board of directors of ION or any committee thereof has previously recommended the Merger or such time as Purchaser ------ accepts for payment action but changed its recommendation. (b) Each Shareholder hereby irrevocably and pays forunconditionally, pursuant to the Offer and prior to Closingfullest extent permitted by applicable law, any shares of Company Common Stock pursuant to the Offer, Seller hereby irrevocably grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇appoints ION, or either any ION designee, for so long as the provisions of them, and any individual designated Section 1 remain in writing by either of them, and each of them individuallyeffect, as Seller's proxy and such Shareholder’s attorney-in-fact (and proxy with full power of substitution), for to vote, express consent or dissent and otherwise act (by written consent or otherwise) with respect to the Covered Shares, solely on the matters and in the namemanner specified in Section 1. This proxy (including, place and stead for the avoidance of Sellerdoubt, any voting proxy delivered pursuant to vote Section 1) shall be valid for the Shares or grant a consent or approval duration of this Agreement. (c) THE PROXIES AND POWERS OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 2 ARE IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Shareholder hereby affirms that the irrevocable proxy granted by such Shareholder pursuant to this Section 2 (including, for the avoidance of doubt, any voting proxy delivered pursuant to Section 1) is granted in respect consideration of the Shares on any matter in such proxy's sole discretion. Seller hereby further affirms Company entering into this Agreement and the Merger Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause given to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with secure the provisions of Section 212(e) performance of the DGCL. (b) Seller agrees duties of such Shareholder under this Agreement. The proxies and powers of attorney shall not to (i) sellbe terminated by any act of a Shareholder or by operation of law, transfer, pledge, assign by lack of appropriate power or otherwise dispose of (including by gift) (collectively, "Transfer")authority, or enter -------- into by the occurrence of any contractother event or events and shall be binding upon all successors, option or assigns, heirs, beneficiaries and legal representatives of each Shareholder. Each Shareholder hereby revokes all other arrangement (including any profit sharing arrangement) proxies and powers of attorney on the matters specified in this Section 2 with respect to the Transfer ofOwned Shares that such Shareholder may have previously appointed or granted, any Shares to any person other than to Purchaser pursuant to the Acquisition and no subsequent proxy or power of attorney shall be given or written consent executed (iiand if given or executed, shall not be effective) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, such Shareholder with respect to any Shares other than Covered Shares. All authority herein conferred or agreed to be conferred shall survive the death, bankruptcy or incapacity of such Shareholder and any obligation of such Shareholder under this AgreementAgreement shall be binding upon the heirs, personal representatives, and shall not commit or agree to take any successors of the foregoing actionssuch Shareholder.

Proxy. (ai) Effective upon such time as Purchaser ------ accepts for payment and pays forIn furtherance of the agreements in Section 2(a) above, pursuant but subject to the Offer and prior to Closingfollowing sentence, any shares of Company Common Stock pursuant to the Offer, Seller each Greenlady Entity hereby irrevocably grants to, constitutes and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of them, appoints DIRECTV and any individual officer(s) or directors of DIRECTV designated in writing as proxy or proxies by either of them, and each of them individually, DIRECTV as Seller's proxy and its attorney-in-fact and proxy in accordance with the DGCL, (with full power of substitution and re-substitution), for and in the name, place and stead of Sellersuch Greenlady Entity, to vote vote, subject to the limitations set forth in the Liberty Standstill and Voting Agreement, all its Liberty DIRECTV Shares (at any meeting of stockholders of DIRECTV however called or grant any adjournment or postponement thereof), or to execute one or more written consents in respect of such Liberty DIRECTV Shares, (A) in favor of the adoption of the Merger Agreement, (B) against any action or agreement (including any amendment of any agreement) that would result in a consent breach of any representation, warranty, covenant, agreement or approval other obligation of Liberty or Splitco in the Merger Agreement, (C) against any DIRECTV Takeover Proposal and (D) against any agreement (including any amendment of any agreement), amendment of the Certificate of Incorporation or By Laws of DIRECTV or other action that would reasonably be expected to prevent, prohibit or materially delay the consummation of the DIRECTV Merger. (ii) Such proxy shall (A) be valid and irrevocable until the termination of this Agreement in accordance with Section 9 hereof and (B) automatically terminate upon the termination of this Agreement in accordance with Section 9 hereof. Liberty and Splitco represent that any and all other proxies heretofore given in respect of the Liberty DIRECTV Shares on any matter in such proxy's sole discretion. Seller hereby further affirms are revocable, that such irrevocable other proxies either have been revoked or are hereby revoked. Liberty and Splitco affirm that the foregoing proxy is is: (x) given (I) in connection with the execution and adoption of the Merger Agreement and (II) to secure the performance of the duties of Liberty, Splitco and the Greenlady Entities under this Agreement, (y) coupled with an interest and may under no circumstances not be revoked. Seller hereby ratifies revoked except as otherwise provided in this Agreement and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and (z) intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of Section 212(e) of the DGCL. (b) Seller agrees . If for any reason the proxy granted herein is not to (i) sellirrevocable or is for any reason unenforceable, transferthen Liberty, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) with respect to Splitco and the Transfer of, any Shares to any person other than to Purchaser pursuant to the Acquisition or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Shares other than this Agreement, and shall not commit or Greenlady Entities irrevocably agree to take any vote or to direct the voting or the execution of the foregoing actionswritten consents in respect of their Liberty DIRECTV Shares in accordance with Section 2(a).

Proxy. (a) Effective upon such time as Purchaser ------ accepts for payment Each Shareholder by this Agreement does hereby constitute and pays for, pursuant to the Offer and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller hereby irrevocably grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇appoint Sprint, or either any nominee of themSprint, and any individual designated in writing by either of them, and each of them individually, as Seller's proxy and attorney-in-fact (with full power of substitution, during and for the Proxy Term (as hereinafter defined), as such Shareholder’s true and lawful attorney and irrevocable proxy, for and in the such Shareholder’s name, place and stead of Sellerstead, to vote the Shares as the Shareholder’s proxy, at every meeting of the Company’s shareholders or grant a consent any adjournment thereof, or, as applicable, to instruct and direct or approval in respect any holder of record of the Shares on to vote the Shares or execute its proxy with respect to the Shares at every meeting of the Company’s shareholders or any matter adjournment thereof, approving the Merger Agreement, the Merger and any other action of the Company’s shareholders reasonably requested by Sprint in furtherance thereof; and against any other Acquisition Proposal submitted for approval to the Company’s shareholders unless Sprint determines to vote or consent in favor of such proxy's sole discretionother Acquisition Proposal. Seller hereby further affirms that such Each Shareholder intends this proxy to be irrevocable proxy is and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by such Shareholder with respect to the Shares. Each Shareholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, Sprint may under no circumstances be revoked. Seller hereby ratifies vote the Shares in furtherance of its own interests, and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy Sprint is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCLnot acting as a fiduciary for any Shareholder. (b) Seller agrees not to (i) sell, transfer, pledge, assign or otherwise dispose For purposes of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Shares to any person other than to Purchaser pursuant to the Acquisition or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Shares other than this Agreement, and shall not commit or agree to take any “Proxy Term” means the period from the execution of this Agreement until the foregoing actionstermination of this Agreement in accordance with the terms of Section 10(a) hereof.

Proxy. (a) Effective upon such time as Purchaser ------ accepts for payment Each Stockholder hereby revokes any and pays forall previous proxies granted with respect to its or his Covered Shares. By entering into this Agreement, pursuant to the Offer each Stockholder hereby grants a proxy appointing Parent, with full power of substitution and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller hereby irrevocably grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of them, and any individual designated in writing by either of them, and each of them individuallyre-substitution, as Seller's proxy and such Stockholder’s attorney-in-fact (with full power of substitution)and proxy, for and in the such Stockholder’s name, place to be counted as present and stead of Seller, to vote or otherwise to act on behalf of such Stockholder with respect to his Covered Shares with respect to the Shares matters set forth in, and in the manner contemplated by Section 2.01 as such proxy or grant a consent or approval his substitute shall, in respect of the Shares on any matter in such proxy's Parent’s sole discretion, deem proper with respect to his Covered Shares. Seller hereby further affirms that such The proxy granted by each Stockholder pursuant to this Section 2.02 is, subject to the penultimate sentence of this Section 2.02, irrevocable proxy and is coupled with an interest interest, and may is granted in order to secure such Stockholder’s performance under no circumstances this Agreement and also in consideration of Parent entering into this Agreement and the Merger Agreement. If any Stockholder fails for any reason to be revoked. Seller hereby ratifies and confirms all that counted as present or to vote such irrevocable proxy may lawfully do Stockholder’s Covered Shares in accordance with the requirements of Section 2.01 (or anticipatorily breaches such section), then Parent shall have the right to cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable present or vote such Stockholder’s Covered Shares in accordance with the provisions of Section 212(e) 2.01. The proxy granted by each Stockholder shall be automatically revoked upon termination of this Agreement in accordance with its terms. Each Stockholder agrees, from the DGCL. (b) Seller agrees not to (i) sell, transfer, pledge, assign or otherwise dispose date hereof until the termination of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Shares to any person other than to Purchaser pursuant to the Acquisition or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Shares other than this Agreement, and shall not commit to attempt to revoke, frustrate the exercise of, or agree challenge the validity of, the irrevocable proxy granted pursuant to take any of the foregoing actionsthis Section 2.01.

Proxy. (a) Effective upon From the date hereof until the Agreement Termination Date, in the event of a failure by a Stockholder to act in accordance with such time Stockholder’s obligations as Purchaser ------ accepts for payment and pays for, to voting pursuant to Section 1(a) no later than the Offer and third Business Day prior to Closingany meeting at which the stockholders of the Company will consider and vote on any of the Supported Matters (a “Stockholder Inaction”), any shares of Company Common Stock pursuant to the Offer, Seller such Stockholder hereby irrevocably grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of themParent, and any individual designated in writing by either of themParent, and each of them individually, as Seller's such Stockholder’s proxy and attorney-in-fact (with full power of substitutionsubstitution and including for purposes of Section 212 of the DGCL), for and in the name, place and stead of Sellersuch Stockholder, to vote the Shares such Stockholder’s Stockholder Shares, or grant a consent or approval in respect of such Stockholder Shares, with respect to the Shares on any matter Supported Matters in accordance with Section 1(a) prior to the Agreement Termination Date. Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such proxy's sole discretionStockholder’s execution and delivery of this Agreement. Seller Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1(b) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that such the irrevocable proxy is coupled with an interest and may be revoked only under no the circumstances be revokedset forth in the last sentence of this Section 1(b). Seller Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Applicable Law. Each Stockholder acknowledges and agrees that, if and when a Stockholder Inaction occurs pursuant to this Section 212(e) of the DGCL. (b) Seller agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"1(b), this Agreement shall constitute the irrevocable proxy granted hereby and that no such further written instrument or enter -------- into any contractproxy shall be required, option or other arrangement (including any profit sharing arrangement) with respect provided that to the Transfer ofextent Parent determines that any further written instrument or proxy shall be necessary, advisable or desirable, such Stockholder shall, upon written request by Parent, as promptly as practicable, execute and deliver to Parent a separate written instrument or proxy (in a form reasonably acceptable to such Stockholder) that embodies the terms of this irrevocable proxy set forth in this Section 1(b). Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any Shares to action by any person other than to Purchaser Stockholder, upon the Agreement Termination Date, and Parent may terminate any proxy granted pursuant to the Acquisition or (iithis Section 1(b) enter into at any voting arrangement, whether time at its sole discretion by proxy, voting agreement or otherwise, with respect written notice to any Shares other than this Agreement, and shall not commit or agree to take any of the foregoing actionssuch Stockholder.

Proxy. If so requested by the Company, the Shareholder shall constitute and appoint the President of the Company (a) Effective upon such time as Purchaser ------ accepts for payment and pays foror another person designated by the Company), pursuant to the Offer and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller hereby irrevocably grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of them, and any individual designated in writing by either of them, and each of them individually, as Seller's proxy and attorney-in-fact (with full power of substitution), for as the Shareholder’s proxy with respect to the matters set forth herein, including without limitation, each of the matters described in Sections 2.1 and 2.3 of this Agreement, and shall authorize such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the name, place manner contemplated by Sections 2.1 and stead 2.3 of Seller, this Agreement. The agreement to vote the Shares or grant a consent or approval in respect of proxy if requested pursuant to the Shares on any matter in such proxy's sole discretion. Seller hereby further affirms that such irrevocable immediately preceding sentence is given to induce the Company to execute the Merger Agreement and, as such, the proxy is shall be coupled with an interest and may under no circumstances shall be revoked. Seller hereby ratifies irrevocable unless and confirms all that until this Agreement or any such irrevocable proxy may lawfully do rights granted hereunder terminate or cause expire pursuant to be done by virtue the terms hereof. Such irrevocable proxy is executed Upon granting such a proxy, the Shareholder shall revoke any and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. (b) Seller agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) all previous proxies with respect to the Transfer ofShareholder’s Owned Shares and shall not thereafter, unless and until this Agreement or any Shares to any person other than to Purchaser rights granted hereunder terminate or expire pursuant to the Acquisition terms hereof, purport to grant any other proxy or (ii) power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting arrangementof any of any of the Shareholder’s Owned Shares, whether by proxy, voting agreement or otherwisein each case, with respect to any Shares other than this Agreement, and shall not commit or agree to take any of the foregoing actionsmatters set forth herein.

Proxy. (a) Effective upon such time as Purchaser ------ accepts for payment The Shareholder hereby constitutes and pays forappoints the President of the Company, pursuant to the Offer and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller hereby irrevocably grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of them, and any individual designated in writing by either of them, and each of them individually, as Seller's proxy and attorney-in-fact (with full power of substitution), for as the Shareholder’s proxy with respect to the matters set forth herein, including without limitation, each of the matters described in Sections 2.1 and 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the namemanner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce the Company to execute the Merger Agreement and, place and stead of Selleras such, to vote the Shares or grant a consent or approval in respect of the Shares on any matter in such proxy's sole discretion. Seller hereby further affirms that such irrevocable proxy is coupled with an interest and may under no circumstances shall be revoked. Seller hereby ratifies irrevocable unless and confirms all that until this Agreement or any such irrevocable proxy may lawfully do rights granted hereunder terminate or cause expire pursuant to be done by virtue the terms hereof. Such irrevocable proxy is executed The Shareholder hereby revokes any and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. (b) Seller agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) all previous proxies with respect to the Transfer ofShareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any Shares to any person other than to Purchaser rights granted hereunder terminate or expire pursuant to the Acquisition terms hereof, purport to grant any other proxy or (ii) power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting arrangementof any of any of the Shareholder’s Owned Shares, whether by proxy, voting agreement or otherwisein each case, with respect to any Shares other than this Agreement, and shall not commit or agree to take any of the foregoing actionsmatters set forth herein.

Proxy. (ai) Effective upon In furtherance of the agreement of the Excess Holders in Section 3(a) above, but subject to clause (ii) below, each such time as Purchaser ------ accepts for payment and pays for, pursuant to the Offer and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller Excess Holder hereby irrevocably grants to, constitutes and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of them, appoints Holdings and any individual officer(s) or directors of Holdings designated in writing as proxy or proxies by either of them, and each of them individually, Holdings as Seller's proxy and its attorney-in-fact and proxy in accordance with the DGCL (with full power of substitution and re-substitution), for and in the name, place and stead of Sellersuch Excess Holder, to vote the Excess Holdings Class B Common Shares Beneficially Owned by such Excess Holder at any meeting of stockholders of Holdings after the Merger Effective Time, however called, or grant a consent at any adjournment or approval postponement thereof, or to execute one or more written consents in respect of such Excess Holdings Class B Common Shares, in the same manner as, and in the same proportion to, the votes or actions of all Holdings stockholders, other than the votes or actions of the Members and their Affiliates, at any such meeting of the stockholders of Holdings or under any such other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) is sought by or from the stockholders of Holdings. (ii) The proxies granted pursuant to Section 3(b)(i) shall (A) be valid and irrevocable until the termination of this Agreement in accordance with its terms (even if such period is longer than three years from the date hereof), (B) automatically terminate upon the termination of this Agreement in accordance with its terms and (C) not apply to any Member Shares on which were Transferred to any matter Person (other than a Member, including any Permitted Transferee). Each Excess Holder represents that any and all other proxies heretofore given in respect of his or her Excess Holdings Class B Common Shares, are revocable, and that such proxy's sole discretionother proxies either have been revoked or are hereby revoked. Seller hereby further Each Excess Holder affirms that the foregoing proxies are: (x) given (I) in connection with the execution and adoption of the Merger Agreement and (II) to secure the performance of such irrevocable proxy is Excess Holder's duties under this Agreement, (y) coupled with an interest and may under no circumstances not be revoked. Seller hereby ratifies revoked except as otherwise provided in this Agreement and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and (z) intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCLDGCL prior to termination of this Agreement. (biii) Seller agrees not to The foregoing proxy shall be binding upon the applicable Excess Holder's heirs, estate, administrators, personal representatives and successors. (iiv) sellIt is hereby acknowledged by the parties hereto that, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Shares to any person other than to Purchaser pursuant to the Acquisition or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Shares other than this Agreement, and shall not commit or agree to take any as of the foregoing actionsdate hereof and as of the Merger Effective Time, the Certificate of Incorporation of Holdings prohibits and will prohibit action taken by written consent of the stockholders of Holdings in lieu of a meeting.

Proxy. (a) Effective upon such time as Purchaser ------ accepts As security for payment and pays forits obligations under Section 2 hereof, pursuant to the Offer and prior to Closing, any shares each Stockholder of Company Common Stock pursuant to the Offer, Seller hereby irrevocably grants to, and appoints, Purchaser and ▇R▇▇▇▇▇ ▇▇▇▇▇, D▇▇▇▇▇ ▇▇▇▇▇▇ and J▇▇▇ ▇▇▇▇▇, or either in their respective capacities as officers of themParent, and any individual who shall hereafter succeed to any such officer of Parent, and any other person designated in writing by either of themParent, and each of them individually, as Seller's such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller) to vote or act by written consent, to vote the fullest extent permitted by and subject to applicable law, with respect to such Stockholder’s Shares or grant a consent or approval in respect of the Shares on any matter in such proxy's sole discretion. Seller hereby further affirms that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with Section 2 hereof. THIS PROXY IS COUPLED WITH AN INTEREST, SHALL BE IRREVOCABLE AND SHALL TERMINATE AT THE TERMINATION TIME. Each Stockholder of Company will take such further action or execute such other instruments as may be necessary to effectuate the provisions intent of Section 212(e) of the DGCLthis proxy and hereby revokes any proxy previously granted by such Stockholder with respect to such Stockholder’s Shares. (b) Seller agrees not As security for its obligations under Section 2 hereof, each Stockholder of Parent hereby grants to, and appoints, R▇▇▇▇▇ ▇▇▇▇▇, D▇▇▇▇▇ ▇▇▇▇▇▇ and J▇▇▇ ▇▇▇▇▇, in their respective capacities as officers of Company, and any individual who shall hereafter succeed to any such officer of Company, and any other person designated in writing by Company, each of them individually, such Stockholder’s proxy and attorney-in-fact (iwith full power of substitution) sellto vote or act by written consent, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Shares fullest extent permitted by and subject to any person other than to Purchaser pursuant to the Acquisition or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwiseapplicable law, with respect to such Stockholder’s Shares in accordance with Section 2 hereof. THIS PROXY IS COUPLED WITH AN INTEREST, SHALL BE IRREVOCABLE AND SHALL TERMINATE AT THE TERMINATION TIME. Each Stockholder of Parent will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any Shares other than this Agreement, and shall not commit or agree proxy previously granted by such Stockholder with respect to take any of the foregoing actionssuch Stockholder’s Shares.

Proxy. (a) Effective upon such time as Purchaser ------ accepts for payment and pays for, pursuant to the Offer and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller Each Pledgor hereby irrevocably grants to, constitutes and appoints, Purchaser appoints each Secured Party and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of them, and any individual designated in writing by either of them, and each of them individuallythe Collateral Agent, as Selleragent for the Secured Parties, whether or not the Shares have been transferred into the name of the Secured Parties, as such Pledgor's proxy and attorney-in-fact (with respect to his Shares, with full power to (a) attend meetings of substitution)the holders of the Common Stock held after the date of this Agreement, for and in the name, place and stead of Seller, to vote the Shares or grant a at those meetings in such manner as such attorney-in-fact shall, in its sole and absolute discretion, deem appropriate, (b) consent or approval withhold consent, in respect the sole and absolute discretion of such attorney-in-fact, to any action for which consent of the shareholders of the Company is or may be necessary or appropriate, and (c) do all things and exercise all rights, powers, privileges and remedies to which an owner of the Shares on would be entitled, giving and granting unto such attorney-in-fact full power of substitution and revocation. Notwithstanding the provisions contained in the preceding sentence (hereinafter referred to as the "Proxy Rights"), neither the Collateral Agent, nor the Secured Parties, nor any matter of them, shall have the right to perform, exercise, take or assert any of the Proxy Rights unless and until there shall have occurred an Event of Default (as that term is defined below). Except upon the occurrence and during the continuation of an Event of Default, each Pledgor shall be entitled to exercise any and all voting and/or consensual rights and powers accruing to an owner of the Shares or any part thereof for any purpose. Each Pledgor hereby revokes all proxies heretofore given and agrees not to grant any proxy to any person or persons with respect to his Shares other than as granted herein for so long as this Agreement is in such proxy's sole discretionforce. Seller hereby further affirms that such irrevocable The appointment of the Secured Parties and the Collateral Agent as proxy and attorney-in-fact is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to shall be irrevocable in accordance with the provisions of Section 212(e) until all of the DGCL. (b) Seller agrees not to (i) sellObligations have been satisfied. The Proxy Rights shall be effective, transfer, pledge, assign or otherwise dispose automatically and without the necessity of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement action (including any profit sharing arrangement) with respect to the Transfer of, transfer of any Shares to on the record books of the Company) by any person other than (including the Company or any officer or agent thereof), upon the occurrence and during the continuance of an Event of Default. Notwithstanding the foregoing, neither the Collateral Agent nor any Secured Party shall have any duty to Purchaser pursuant exercise any Proxy Right or to preserve the Acquisition or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Shares other than this Agreement, same and shall not commit be liable for any failure to do so or agree to take for any of the foregoing actionsdelay in doing so.

Proxy. (a) Effective upon such time as Purchaser ------ accepts for payment and pays for, pursuant to the Offer and prior to Closing, any shares of Company Common Stock pursuant to the OfferWhile this Agreement is in effect, Seller hereby irrevocably grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of themappoints Buyer, and any individual designated in writing by either of themBuyer, and each of them individually, as the Seller's proxy proxy, agent and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote (or cause to be voted) the Shares Voting Securities, or grant a consent or approval in respect of the Shares on any matter Voting Securities, in each case, with respect to a Subject Proposal, in a manner consistent with Section 7 above, but as to no other matter. (b) Seller understands and acknowledges that Buyer is entering into the Merger Agreement in reliance upon Seller's execution and delivery of this Agreement. Seller hereby affirms that the irrevocable proxy set forth in this Section 8 is given in connection with the execution of the Merger Agreement, and that such proxy's sole discretionirrevocable proxy is given to secure the performance of the duties of the Seller under this Agreement. Seller hereby further affirms that such the irrevocable proxy is coupled with an interest and may under no circumstances be revokedrevoked prior to the expiration of this Agreement. Seller hereby 5 6 ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 10-722 of the DGCL. (b) Arizona Business Corporation Law. Seller agrees not will take such further action or execute such other instruments as may be necessary to (i) sell, transfer, pledge, assign or otherwise dispose effectuate the intent of (including this proxy and hereby revokes any proxy previously granted by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) it with respect to the Transfer of, any Shares to any person other than to Purchaser Voting Securities that would be inconsistent with the proxy granted pursuant to this Section 8. Seller shall not hereafter, unless and until this Agreement terminates pursuant to Section 11 hereof, purport to vote (or execute a consent with respect thereto) the Acquisition or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, Voting Securities with respect to any Shares Subject Proposal (other than through this irrevocable proxy) or grant any other proxy or power of attorney with respect to any Voting Securities to vote with respect to any Subject Proposal, deposit any Voting Securities into a voting trust or enter into any agreement (other than this Agreement), and shall not commit arrangement or agree understanding with any person, directly or indirectly, to take vote with respect to any Subject Proposal, or grant any proxy or give instructions with respect to the voting of the foregoing actionssuch Voting Securities with respect to any Subject Proposal.

Proxy. The Shareholder hereby constitutes and appoints the President of ConnectOne until the Restricted Transfer Termination Date (a) Effective upon such at which time as Purchaser ------ accepts for payment and pays forthis proxy shall automatically be revoked), pursuant to the Offer and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller hereby irrevocably grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of them, and any individual designated in writing by either of them, and each of them individually, as Seller's proxy and attorney-in-fact (with full power of substitution), for as the Shareholder’s proxy with respect to the matters set forth herein, including without limitation, each of the matters described in Section 2.1 of this Agreement, and hereby authorizes such proxy to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the namemanner contemplated by Section 2.1 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce ConnectOne to execute the Merger Agreement and, place and stead of Selleras such, to vote the Shares or grant a consent or approval in respect of the Shares on any matter in such proxy's sole discretion. Seller hereby further affirms that such irrevocable proxy is coupled with an interest and may under no circumstances shall be revoked. Seller hereby ratifies irrevocable unless and confirms all that until this Agreement or any such irrevocable proxy may lawfully do rights granted hereunder terminate or cause expire pursuant to be done by virtue the terms hereof. Such irrevocable proxy is executed The Shareholder hereby revokes any and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. (b) Seller agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) all previous proxies with respect to the Transfer ofShareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any Shares to any person other than to Purchaser rights granted hereunder terminate or expire pursuant to the Acquisition terms hereof, purport to grant any other proxy or (ii) power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting arrangementof any of any of the Shareholder’s Owned Shares, whether by proxy, voting agreement or otherwisein each case, with respect to any Shares of the matters set forth herein (other than the granting of a proxy in connection with the Company Shareholder Meeting to vote in a manner consistent with Section 2.1 of this Agreement, and shall not commit or agree to take any of the foregoing actions).

Proxy. (a) Effective upon such time as Purchaser ------ accepts for payment and pays for, pursuant to the Offer and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller Each Shareholder hereby irrevocably grants toappoints, and appointsat the request of Parent will cause its Affiliates to irrevocably appoint, Purchaser as its and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇their proxy and attorney-in-fact, or either of them, Parent and any individual Person designated in writing by either of themParent, and each of them individually, as Seller's proxy and attorney-in-fact (with full power of substitution), for substitution and in the name, place and stead of Sellerresubstitution, to vote the Covered Shareholder Shares in accordance with Section 2.01 at the Company Shareholders Meeting and at any annual or grant a consent or approval in respect special meetings of shareholders of the Shares on Company (or adjournments or postponements thereof) prior to the termination of this Agreement in accordance with Section 5.01 at which any matter of the matters described in such proxy's sole discretion. Seller hereby further affirms Section 2.01 is to be considered; provided, however, that such Shareholder’s (and any such Affiliates’) grant of the proxy contemplated by this Section 2.03 shall be effective if, and only if, such Shareholder (or such Affiliate, as applicable) has not delivered to the Secretary of the Company at least ten (10) Business Days prior to the meeting at which any of the matters described in Section 2.01 is to be considered a duly executed irrevocable proxy card in form and substance reasonably acceptable to Parent (provided that sensitive information such as account numbers may be redacted from the proxy card provided to Parent) directing that the Covered Shareholder Shares be voted in accordance with Section 2.01. This proxy (and any proxy granted by an Affiliate of a Shareholder will be), if it becomes effective, is (or will be, as applicable) coupled with an interest interest, is (or will be, as applicable) given as an additional inducement of Parent to enter into the Merger Agreement and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to shall be irrevocable prior to the termination of this Agreement in accordance with Section 5.01, at which time any such proxy shall terminate. Each Shareholder (solely in its capacity as such) shall take such further actions or execute such other instruments (and shall cause its Affiliates to do so) as may be reasonably necessary to effectuate the provisions intent of this Section 212(e2.03. Parent may terminate this proxy with respect to a Shareholder (or any Affiliates) of the DGCL. (b) Seller agrees not at any time at its sole election by written notice provided to (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) such Shareholder with respect to the Transfer of, any Shares to any person other than to Purchaser pursuant to subject matter of this Agreement or the Acquisition or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Shares other than this Merger Agreement, and shall not commit or agree to take any of the foregoing actions.

Proxy. (a) Effective upon such time as Purchaser ------ accepts for payment The Shareholder hereby constitutes and pays forappoints the President of ConnectOne, pursuant to the Offer and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller hereby irrevocably grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of them, and any individual designated in writing by either of them, and each of them individually, as Seller's proxy and attorney-in-fact (with full power of substitution), for as the Shareholder’s proxy with respect to the matters set forth herein, including without limitation, each of the matters described in Sections 2.1 and 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the namemanner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce ConnectOne to execute the Merger Agreement and, place and stead of Selleras such, to vote the Shares or grant a consent or approval in respect of the Shares on any matter in such proxy's sole discretion. Seller hereby further affirms that such irrevocable proxy is coupled with an interest and may under no circumstances shall be revoked. Seller hereby ratifies irrevocable unless and confirms all that until this Agreement or any such irrevocable proxy may lawfully do rights granted hereunder terminate or cause expire pursuant to be done by virtue the terms hereof. Such irrevocable proxy is executed The Shareholder hereby revokes any and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. (b) Seller agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) all previous proxies with respect to the Transfer ofShareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any Shares to any person other than to Purchaser rights granted hereunder terminate or expire pursuant to the Acquisition terms hereof, purport to grant any other proxy or (ii) power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting arrangementof any of any of the Shareholder’s Owned Shares, whether by proxy, voting agreement or otherwisein each case, with respect to any Shares other than this Agreement, and shall not commit or agree to take any of the foregoing actionsmatters set forth herein.

Proxy. (a) Effective upon such time Shareholder hereby grants a proxy appointing Parent as Purchaser ------ accepts for payment and pays for, pursuant to the Offer and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller hereby irrevocably grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of them, and any individual designated in writing by either of them, and each of them individually, as Seller's proxy and Shareholder’s attorney-in-fact (with full power of substitution)) and proxy, for and in the Shareholder’s name, place and stead to vote, express consent or dissent, or otherwise to utilize such voting power, in each case solely to the extent and in the manner specified in Section 1.01 and covenants not to revoke such proxy except to permit Shareholder to attend the Shareholders Meeting or any other meeting of Sellerthe shareholders of the Company, to however called, including any adjournment, recess or postponement thereof, and vote the Covered Shares or grant a consent or approval in respect the manner specified in Section 1.01. Shareholder also hereby appoints and authorizes Parent and each of the Shares on any matter in such proxy's sole discretion. Seller hereby further affirms that such irrevocable proxy is coupled with an interest its directors, officers and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause attorneys to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable its duly authorized corporate representative in accordance with and for the provisions purposes of Section 212(e) Bye-law 84 of the DGCL. (b) Seller agrees not to (i) sellBye-laws of the Company and Section 78 of the Bermuda Companies Act, transferwhereby such authorized person may for and in Shareholder’s name, pledgeplace and stead, assign attend, vote, express consent or dissent, or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) utilize such voting power with respect to the Transfer of, any Covered Shares at or in relation to any person other than general meeting of the shareholders of the Company, in each case solely to Purchaser the extent and in the manner specified in Section 1.01. Shareholder hereby affirms that the proxy granted by Shareholder and the appointment and authorization of the corporate representative pursuant to this Section 1.03 is granted in consideration of Parent entering into this Agreement, the Acquisition or (ii) enter into Merger Agreement and the Statutory Merger Agreement and that such proxy is given to secure the performance of the duties of Shareholder under this Agreement. Shareholder hereby revokes any voting arrangement, whether by proxy, voting agreement or otherwise, proxies heretofore given in respect of any Covered Shares with respect to any Shares other than the matters specified in Section 1.01, except for the Standing Proxies. The proxy granted by Shareholder and the appointment and authorization of the corporate representative pursuant to this Section 1.03 by Shareholder shall be deemed revoked automatically upon termination of this Agreement, and shall not commit or agree to take any of the foregoing actions.

Proxy. (a) Effective upon such During the time as Purchaser ------ accepts for payment and pays forthis Agreement is in effect, pursuant to the Offer and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller each Shareholder hereby irrevocably grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇agrees from time to time to grant to, and appoint, Parent and Acquiror, or either any of them, and any individual designated in writing by either any of them, and each of them individually, as Sellersuch Shareholder's proxy proxy, agent and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Shareholder, to vote the Shares (or cause to be voted) its Securities, or grant a consent or approval in respect of its Securities, in each case, with respect to any Subject Proposal, in a manner consistent with Section 1.01 above. (b) Each Shareholder understands and acknowledges that Parent and Acquiror are entering into the Shares on any matter Acquisition Agreement in reliance upon such proxyShareholder's sole discretionexecution and delivery of this Agreement. Seller Each Shareholder hereby further affirms that the proxy set forth in this Section 1.02 is given in connection with the execution of this Agreement, and that such irrevocable proxy is coupled with an interest and may given to secure the performance of the duties of such Shareholder under no circumstances be revokedthis Agreement. Seller Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable Each Shareholder will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy is executed and intended hereby revokes any proxy previously granted by it with respect to its Securities that would be irrevocable in accordance inconsistent with the provisions proxy granted pursuant to Section 1.02(a). Each Shareholder shall not hereafter, unless and until this Agreement terminates pursuant to Section 5.01 hereof, purport to vote (or execute a consent with respect to) its Securities with respect to any Subject Proposal (other than through this irrevocable proxy) or grant any other proxy or power of Section 212(e) attorney with respect to any of the DGCL. its Securities to vote with respect to any Subject Proposal, deposit any of its Securities into a voting trust or enter into any agreement (b) Seller agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"other than this Agreement), arrangement or enter -------- into understanding with any contractperson, option directly or other arrangement (including indirectly, to vote with respect to any profit sharing arrangement) such Subject Proposal, grant any proxy or give instructions with respect to the Transfer of, any Shares to any person other than to Purchaser pursuant to the Acquisition or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, of such Securities with respect to any Shares other than this Agreement, and shall not commit or agree to take any of the foregoing actionsSubject Proposal.

Proxy. (aIn furtherance of each Shareholder’s agreement in Section 1(a) Effective upon such time as Purchaser ------ accepts for payment and pays forabove, pursuant but subject to the Offer following sentence, each Shareholder hereby appoints Parent and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller hereby irrevocably grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of them, and any individual designated in writing by either of themParent’s designees, and each of them individually, as Seller's such Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Shareholder, to vote all Shareholder Shares (at any meeting of shareholders of the Shares Company however called or grant a consent any adjournment thereof) held by such Shareholder, or approval to execute one or more written consents in respect of the Shareholder Shares on held by such Shareholder, (i) in favor of the adoption of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement, (ii) against any matter action or agreement (including, without limitation, any amendment of any agreement) that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement, (iii) against any Competing Proposal (including a Competing Proposal that may constitute a Superior Proposal) and (iv) against any agreement (including, without limitation, any amendment of any agreement), amendment of the Articles of Incorporation and Bylaws or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the Merger. Such proxy shall (A) be valid and irrevocable until the termination of this Agreement in accordance with Section 3 hereof and (B) automatically terminate upon the termination of this Agreement in accordance with Section 3 hereof. Except with respect to the Pledge (as defined below), each Shareholder represents that any and all other proxies heretofore given in respect of Shareholder Shares held by such proxy's sole discretionShareholder are revocable, and that such other proxies have been revoked. Seller hereby further Each Shareholder affirms that the foregoing proxy is: (x) given (I) in connection with the execution of the Merger Agreement and (II) to secure the performance of such irrevocable proxy is coupled with an interest Shareholder’s duties under this Agreement, (y) may not be revoked except as otherwise provided in this Agreement and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and (z) intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of Section 212(e) the Pennsylvania Business Corporation Law of 1988, as amended. All authority herein conferred shall survive the DGCL. (b) Seller agrees not to (i) sell, transfer, pledge, assign death or otherwise dispose incapacity of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Shares to any person other than to Purchaser pursuant to the Acquisition or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Shares other than this Agreement, each Shareholder and shall not commit or agree to take any be binding upon the heirs, estate, administrators, personal representatives, successors and assigns of the foregoing actionssuch Shareholder.

Proxy. (aIn furtherance of each Shareholder's agreement in Section 1(a) Effective upon such time as Purchaser ------ accepts for payment and pays forabove, pursuant but subject to the Offer following sentence, each Shareholder hereby appoints Parent and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller hereby irrevocably grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of them, and any individual designated in writing by either of themParent's designees, and each of them individually, as Sellersuch Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Shareholder, to vote all Shareholder Shares (at any meeting of shareholders of the Shares Company however called or grant a consent any adjournment thereof) held by such Shareholder, or approval to execute one or more written consents in respect of the Shareholder Shares on held by such Shareholder, (i) in favor of the adoption of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement, (ii) against any matter action or agreement (including, without limitation, any amendment of any agreement) that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement, (iii) against any Competing Proposal (including a Competing Proposal that may constitute a Superior Proposal) and (iv) against any agreement (including, without limitation, any amendment of any agreement), amendment of the Articles of Incorporation and Bylaws or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the Merger. Such proxy shall (A) be valid and irrevocable until the termination of this Agreement in accordance with Section 3 hereof and (B) automatically terminate upon the termination of this Agreement in accordance with Section 3 hereof. Except with respect to the Pledge (as defined below), each Shareholder represents that any and all other proxies heretofore given in respect of Shareholder Shares held by such proxy's sole discretionShareholder are revocable, and that such other proxies have been revoked. Seller hereby further Each Shareholder affirms that the foregoing proxy is: (x) given (I) in connection with the execution of the Merger Agreement and (II) to secure the performance of such irrevocable proxy is coupled with an interest Shareholder's duties under this Agreement, (y) may not be revoked except as otherwise provided in this Agreement and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and (z) intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of Section 212(e) the Pennsylvania Business Corporation Law of 1988, as amended. All authority herein conferred shall survive the DGCL. (b) Seller agrees not to (i) sell, transfer, pledge, assign death or otherwise dispose incapacity of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Shares to any person other than to Purchaser pursuant to the Acquisition or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Shares other than this Agreement, each Shareholder and shall not commit or agree to take any be binding upon the heirs, estate, administrators, personal representatives, successors and assigns of the foregoing actionssuch Shareholder.

Proxy. (a) Effective upon such time as Purchaser ------ accepts for payment The Shareholder hereby constitutes and pays forappoints the President of Parent, pursuant to the Offer and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller hereby irrevocably grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of them, and any individual designated in writing by either of them, and each of them individually, as Seller's proxy and attorney-in-fact (with full power of substitution), for as the Shareholder’s proxy with respect to the matters set forth herein, including without limitation, each of the matters described in Sections 2.1 and 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the namemanner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, place and stead of Selleras such, to vote the Shares or grant a consent or approval in respect of the Shares on any matter in such proxy's sole discretion. Seller hereby further affirms that such irrevocable proxy is coupled with an interest and may under no circumstances shall be revoked. Seller hereby ratifies irrevocable unless and confirms all that until this Agreement or any such irrevocable proxy may lawfully do rights granted hereunder terminate or cause expire pursuant to be done by virtue the terms hereof. Such irrevocable proxy is executed The Shareholder hereby revokes any and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. (b) Seller agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) all previous proxies with respect to the Transfer ofShareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any Shares to any person other than to Purchaser rights granted hereunder terminate or expire pursuant to the Acquisition terms hereof, purport to grant any other proxy or (ii) power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting arrangementof any of any of the Shareholder’s Owned Shares, whether by proxy, voting agreement or otherwisein each case, with respect to any Shares other than this Agreement, and shall not commit or agree to take any of the foregoing actionsmatters set forth herein. All obligations set forth in this Section 3.6 with respect to Company Preferred Shares shall apply only to the extent, if any, that the Company Preferred Shares have voting rights associated with them with respect to the matter presented to the Company’s shareholders.

Proxy. (a) Effective upon such During the time as Purchaser ------ accepts for payment and pays forthis Agreement is in effect, pursuant to the Offer and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller Shareholder hereby irrevocably grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇agrees from time to time to grant to, and appoint, Parent and Acquiror, or either of them, and any individual designated in writing by either of them, and each of them individually, as Sellerthe Shareholder's proxy proxy, agent and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Shareholder, to vote the Shares (or cause to be voted) its Securities, or grant a consent or approval in respect of its Securities, in each case, with respect to any Subject Proposal, in a manner consistent with Section 1.01 above. (b) The Shareholder understands and acknowledges that Parent and Acquiror are entering into the Shares on any matter Acquisition Agreement in such proxyreliance upon the Shareholder's sole discretionexecution and delivery of this Agreement. Seller The Shareholder hereby further affirms that the proxy set forth in this Section 1.02 is given in connection with the execution of this Agreement, and that such irrevocable proxy is coupled with an interest and may given to secure the performance of the duties of the Shareholder under no circumstances be revokedthis Agreement. Seller The Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable Shareholder will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy is executed and intended hereby revokes any proxy previously granted by it with respect to its Securities that would be irrevocable in accordance inconsistent with the provisions proxy granted pursuant to Section 1.02(a). Shareholder shall not hereafter, unless and until this Agreement terminates pursuant to Section 4.01 hereof, purport to vote (or execute a consent with respect to) its Securities with respect to any Subject Proposal (other than through this irrevocable proxy) or grant any other proxy or power of Section 212(e) attorney with respect to any of the DGCL. its Securities to vote with respect to any Subject Proposal, deposit any of its Securities into a voting trust or enter into any agreement (b) Seller agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"other than this Agreement), arrangement or enter -------- into understanding with any contractperson, option directly or other arrangement (including indirectly, to vote with respect to any profit sharing arrangement) such Subject Proposal, grant any proxy or give instructions with respect to the Transfer of, any Shares to any person other than to Purchaser pursuant to the Acquisition or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, of such Securities with respect to any Shares other than this Agreement, and shall not commit or agree to take any of the foregoing actionsSubject Proposal.

Proxy. (a) Effective upon such time as Purchaser ------ accepts for payment and pays for, pursuant to the Offer and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller Each Pledgor hereby irrevocably grants to, constitutes and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of them, and any individual designated in writing by either of them, and each of them individuallyappoints the Collateral Agent, as Selleragent for the Secured Parties, whether or not the Shares have been transferred into the name of the Secured Parties, as such Pledgor's proxy and attorney-in-fact (with respect to his Shares, with full power to (a) attend meetings of substitution)the holders of the Common Stock held after the date of this Agreement, for and in the name, place and stead of Seller, to vote the Shares or grant a at those meetings in such manner as such attorney-in-fact shall, in his sole and absolute discretion, deem appropriate, (b) consent or approval withhold consent, in respect the sole and absolute discretion of such attorney-in-fact, to any action for which consent of the shareholders of the Company is or may be necessary or appropriate, and (c) do all things and exercise all rights, powers, privileges and remedies to which an owner of the Shares on would be entitled, giving and granting unto such attorney-in-fact full power of substitution and revocation. Notwithstanding the provisions contained in the preceding sentence (hereinafter referred to as the "Proxy Rights"), neither the Collateral Agent, nor the Secured Parties, nor any matter of them, shall have the right to perform, exercise, take or assert any of the Proxy Rights unless and until there shall have occurred an Event of Default (as that term is defined below). Except upon the occurrence and during the continuation of an Event of Default, each Pledgor shall be entitled to exercise any and all voting and/or consensual rights and powers accruing to an owner of the Shares or any part thereof for any purpose. Each Pledgor hereby revokes all proxies heretofore given and agrees not to grant any proxy to any person or persons with respect to his Shares other than as granted herein for so long as this Agreement is in such proxy's sole discretionforce. Seller hereby further affirms that such irrevocable The appointment of the Secured Parties and the Collateral Agent as proxy and attorney-in-fact is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to shall be irrevocable in accordance with the provisions of Section 212(e) until all of the DGCL. (b) Seller agrees not to (i) sellObligations have been satisfied. The Proxy Rights shall be effective, transfer, pledge, assign or otherwise dispose automatically and without the necessity of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement action (including any profit sharing arrangement) with respect to the Transfer of, transfer of any Shares to on the record books of the Company) by any person other than (including the Company or any officer or agent thereof), upon the occurrence and during the continuance of an Event of Default. Notwithstanding the foregoing, neither the Collateral Agent nor any Secured Party shall have any duty to Purchaser pursuant exercise any Proxy Right or to preserve the Acquisition or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Shares other than this Agreement, same and shall not commit be liable for any failure to do so or agree to take for any of the foregoing actionsdelay in doing so.

Proxy. (ai) Effective upon In furtherance of the agreement of the Excess Holders in Section 3(a) above, but subject to clause (ii) below, each such time as Purchaser ------ accepts for payment and pays for, pursuant to the Offer and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller Excess Holder hereby irrevocably grants to, constitutes and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of them, appoints Holdings and any individual officer(s) or directors of Holdings designated in writing as proxy or proxies by either of them, and each of them individually, Holdings as Seller's proxy and its attorney-in-fact and proxy in accordance with the DGCL (with full power of substitution and re-substitution), for and in the name, place and stead of Sellersuch Excess Holder, to vote the Excess Holdings Class B Common Shares Beneficially Owned by such Excess Holder at any meeting of stockholders of Holdings after the Merger Effective Time, however called, or grant a consent at any adjournment or approval postponement thereof, or to execute one or more written consents in respect of such Excess Holdings Class B Common Shares, in the same manner as, and in the same proportion to, the votes or actions of all Holdings stockholders, other than the votes or actions of the Members and their Affiliates, at any such meeting of the stockholders of Holdings or under any such other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) is sought by or from the stockholders of Holdings. (ii) The proxies granted pursuant to Section 3(b)(i) shall (A) be valid and irrevocable until the termination of this Agreement in accordance with its terms (even if such period is longer than three years from the date hereof), (B) automatically terminate upon the termination of this Agreement in accordance with its terms and (C) not apply to any Member Shares on which were Transferred to any matter Person (other than a Member, including any Permitted Transferee). Each Excess Holder represents that any and all other proxies heretofore given in respect of his or her Excess Holdings Class B Common Shares, are revocable, and that such proxy's sole discretionother proxies either have been revoked or are hereby revoked. Seller hereby further Each Excess Holder affirms that the foregoing proxies are: (x) given (I) in connection with the execution and adoption of the Merger Agreement and (II) to secure the performance of such irrevocable proxy is Excess Holder’s duties under this Agreement, (y) coupled with an interest and may under no circumstances not be revoked. Seller hereby ratifies revoked except as otherwise provided in this Agreement and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and (z) intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCLDGCL prior to termination of this Agreement. (biii) Seller agrees not to The foregoing proxy shall be binding upon the applicable Excess Holder’s heirs, estate, administrators, personal representatives and successors. (iiv) sellIt is hereby acknowledged by the parties hereto that, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Shares to any person other than to Purchaser pursuant to the Acquisition or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Shares other than this Agreement, and shall not commit or agree to take any as of the foregoing actionsdate hereof and as of the Merger Effective Time, the Certificate of Incorporation of Holdings prohibits and will prohibit action taken by written consent of the stockholders of Holdings in lieu of a meeting.

Proxy. (a) Effective upon such time as Purchaser ------ accepts for payment Each party to this Agreement hereby constitutes and pays for, pursuant to appoints the Offer President and prior to Closing, any shares Secretary of Company Common Stock pursuant to the Offer, Seller hereby irrevocably grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of them, and any individual designated in writing by either of themCompany, and each of them individuallythem, as Seller's proxy and attorney-in-fact (with full power of substitution, as the proxies of the party with respect to the matters set forth herein, including without limitation, election of persons as members of the Company’s Board of Directors in accordance herewith, and hereby authorizes each of them to represent and to vote, if and only if the party (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), for in a manner which is inconsistent with the terms of this Agreement, all of such party’s Shares in favor of the election of persons as members of the Company’s Board of Directors determined pursuant to and in accordance with the name, place terms and stead provisions of Seller, this Agreement. The proxy granted pursuant to vote the Shares or grant a consent or approval immediately preceding sentence is given in respect consideration of the Shares on any matter agreements and covenants of the Company and the parties in such proxy's sole discretion. Seller hereby further affirms that such irrevocable proxy connection with the transactions contemplated by this Agreement and, as such, is coupled with an interest and may under no circumstances shall be revoked. Seller hereby ratifies irrevocable unless and confirms all that such irrevocable proxy may lawfully do until this Agreement terminates or cause expires pursuant to be done by virtue Section 2 hereof. Such irrevocable proxy is executed Each party hereto hereby revokes any and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. (b) Seller agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) all previous proxies with respect to the Transfer ofShares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 2 hereof, purport to grant any Shares other proxy or power of attorney with respect to any person other than to Purchaser pursuant to of the Acquisition Shares, deposit any of the Shares into a voting trust or (ii) enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting arrangementof any of the Shares, whether by proxy, voting agreement or otherwisein each case, with respect to any Shares other than this Agreement, and shall not commit or agree to take any of the foregoing actionsmatters set forth herein.

Proxy. (a) Effective upon Solely for purposes of Section 4.1 and Section 4.2, and in order to secure the performance of the Purchaser’s obligations under such time as Sections, the Purchaser ------ accepts for payment and pays for, pursuant to the Offer and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller hereby irrevocably grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of them, and any individual designated in writing by either of them, and each of them individually, as Seller's proxy and appoints the Authorized Representatives the attorney-in-fact and proxy of the Purchaser (with full power of substitution)) to (i) vote or provide a written consent or proxy with respect to all of his Company Shares as described in this Section 4.3 if, for and only in the nameevent that, place and stead of Seller, the Purchaser fails to vote the Shares or grant provide a written consent or approval in proxy with respect to all of the his Company Shares on any matter in such proxy's sole discretion. Seller hereby further affirms that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions terms of Section 212(e4.1 and/or (ii) take such action with respect to all of the DGCL. (b) Seller agrees not Purchased Senior Notes as described in this Section 4.3 if, and only in the event that, the Purchaser fails to (i) sellconsent, transfer, pledge, assign waive or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) take such action with respect to the Transfer ofPurchased Senior Notes in accordance with the terms of Section 4.2. The Purchaser shall have five (5) Business Days from the date of a request for such (i) vote or written consent or proxy, any in the case of his Company Shares to any person other than to Purchaser pursuant to the Acquisition or (ii) enter into any voting arrangementconsent, whether by proxy, voting agreement waiver or otherwise, other action with respect to any the Purchased Senior Notes to cure such failure. If after such cure period the Purchaser has not cured such failure, the Authorized Representatives shall have and is hereby irrevocably granted a proxy (i) to vote or provide a written consent or proxy with respect to all of the Purchaser’s Company Shares for the purposes of taking the actions required by Section 4.1 and/or (ii) provide consent, waive or take such other than action with respect to the Purchased Senior Notes for the purposes of taking the actions required by Section 4.2. The Purchaser intends this Agreementproxy to be, and it shall not commit or agree be, irrevocable and coupled with an interest, and the Purchaser will take such further action and execute such other instruments as may be necessary to take effectuate the intent of this proxy and hereby revokes any proxy previously granted by him with respect to the matters set forth in Section 4.1 with respect to the Company Shares and/or Purchased Senior Notes owned by the Purchaser. Notwithstanding the foregoing, the conditional proxy granted by this Section 4.3 shall be deemed to be revoked upon the termination of the foregoing actionsprovisions of this Article IV in accordance with its terms.

Proxy. (a) Effective upon such time as Purchaser ------ accepts for payment Concurrently with the execution of this Agreement, Piton and pays for, pursuant each other Stockholder has delivered to the Offer and prior to ClosingCompany a proxy in the form attached hereto as Exhibit B (“Proxy”), any shares of Company Common Stock pursuant which shall be irrevocable to the Offerfullest extent permissible by law, Seller hereby irrevocably grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of them, and any individual designated in writing by either of them, and each of them individually, as Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Shares or grant a consent or approval in respect of the Shares on any matter in such proxy's sole discretion. Seller hereby further affirms that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. (b) Seller agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer ofExcess Shares, subject to the other terms of this Agreement. The Proxyholders (as defined in the Proxy) shall be entitled to exercise the rights granted to them in the Proxy in order to vote the Excess Shares in the event and to the extent that Piton or any of the other Stockholders fail to vote the Excess Shares to any person in accordance with Section 2.1. Piton and each other than to Purchaser Stockholder represents, covenants and agrees that, except for (i) the Proxy granted pursuant to the Acquisition or foregoing provisions of this Section 2.2; (ii) enter into any voting arrangement, whether proxy granted by proxy, Piton or any other Stockholder to another Stockholder in compliance with Section 2.1.2; (iii) any proxy or other voting agreement or otherwiseunderstanding granted or entered into by Piton or any other Stockholder to or with the Company’s Board, the Company or any officer thereof; (iv) any proxy or other voting agreement or understanding granted or entered into by Piton or any other Stockholder with the approval of the Board; or (v) as contemplated by this Agreement: (1) neither Piton nor any other Stockholder shall, during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 6, grant any proxy or power of attorney, or deposit any Shares into a voting trust or enter into a voting agreement or other voting arrangement, with respect to any the voting of the Shares other than this Agreement(each a “Voting Proxy”), and shall (2) neither Piton nor any other Stockholder has granted, entered into or otherwise created any Voting Proxy which is currently (or which will hereafter become) effective, and if any Voting Proxy has been created, such Voting Proxy is hereby revoked (it being acknowledged and agreed that any ability of Piton’s trading manager, Kokino LLC, and employees of Kokino LLC to vote Shares owned by Piton is not commit or agree to take any of the foregoing actionsa Voting Proxy).

Proxy. (a) Effective upon such time as Purchaser ------ accepts for payment In order to secure the obligations set forth herein, during the term of this Agreement and pays for, pursuant subject to the Offer and prior to ClosingExcluded Voting Matters, any shares of Company Common Stock pursuant to the Offer, Seller Stockholder hereby irrevocably grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇appoints Parent, or either any nominee thereof, with full power of them, substitution and any individual designated in writing by either of them, and each of them individuallyresubstitution, as Seller's its true and lawful proxy and attorney-in-fact (with full power of substitution)fact, for and only in the name, place and stead of Sellerevent that such Stockholder does not comply with its obligations in Section 2.1, to vote or execute a written consent with respect to the Stockholder’s Covered Shares or grant a consent or approval in respect of the Shares on any matter in such proxy's sole discretionaccordance with Section 2.1. Seller The Stockholder hereby further affirms that such irrevocable this proxy is coupled with an interest and shall be irrevocable, except upon termination of this Agreement, and the Stockholder will take such further action or execute such other instruments as may under no circumstances be revokedreasonably necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by the Stockholder with respect to any of its Covered Shares. Seller hereby ratifies The proxy granted by the Stockholder shall be automatically revoked upon the termination of this Agreement, as set forth in Section 6.1, and confirms all that such irrevocable Parent may further terminate this proxy at any time at its sole election by written notice provided to the Stockholder. The proxyholder may lawfully do not exercise the proxy granted pursuant to this Section 2.3 on any matter except for those described in Section 2.1 and the proxy granted pursuant to this Section 2.3 shall not cover any Excluded Voting Matter. Notwithstanding anything herein to the contrary in this Agreement, (a) nothing herein shall require the Stockholder to deliver a written consent, be present (in person or by proxy) or vote (or cause to be done voted) any of the Covered Shares in a manner that (i) changes the amount or form of the consideration payable in the Integrated Mergers pursuant to the terms of the Merger Agreement (the “Merger Consideration”), (ii) imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, (iii) provides for the payment by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(eStockholder (or any Affiliate thereof) of any indemnification or other amounts, (iv) adds any additional covenants on the DGCL. activities of the Stockholder (or any Affiliate thereof) (e.g., restrictive covenants), and/or (v) imposes any material restrictions or additional conditions on the consummation of the Integrated Mergers or extends the End Date ((i) through (v), the “Excluded Voting Matters”), and (b) Seller agrees not other than as set forth in Section 2.1, the Stockholder shall remain free to vote (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), execute consents or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) proxies with respect to to) the Transfer of, Covered Shares in any Shares to any person other than to Purchaser pursuant to manner the Acquisition or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Shares other than this Agreement, and shall not commit or agree to take any of the foregoing actionsStockholder deems appropriate.

Proxy. (a) Effective upon such time as Purchaser ------ accepts for payment The Shareholder hereby constitutes and pays forappoints the President of Parent, pursuant to the Offer and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller hereby irrevocably grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of them, and any individual designated in writing by either of them, and each of them individually, as Seller's proxy and attorney-in-fact (with full power of substitution), for as the Shareholder’s proxy with respect to the matters set forth herein, including without limitation, each of the matters described in Sections 2.1 and 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the namemanner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent and the Parent’s Bank to execute the Merger Agreement and, place and stead of Selleras such, to vote the Shares or grant a consent or approval in respect of the Shares on any matter in such proxy's sole discretion. Seller hereby further affirms that such irrevocable proxy is coupled with an interest and may under no circumstances shall be revoked. Seller hereby ratifies irrevocable unless and confirms all that until this Agreement or any such irrevocable proxy may lawfully do rights granted hereunder terminate or cause expire pursuant to be done by virtue the terms hereof. Such irrevocable proxy is executed The Shareholder hereby revokes any and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. (b) Seller agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) all previous proxies with respect to the Transfer ofShareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any Shares to any person other than to Purchaser rights granted hereunder terminate or expire pursuant to the Acquisition terms hereof, purport to grant any other proxy or (ii) power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting arrangementof any of any of the Shareholder’s Owned Shares, whether by proxy, voting agreement or otherwisein each case, with respect to any Shares other than this Agreement, and shall not commit or agree to take any of the foregoing actionsmatters set forth herein.

Proxy. (a) Effective upon such time as Purchaser ------ accepts for payment The parties intend that this Agreement shall also constitute an irrevocable “proxy” created under and pays for, pursuant to Section 2-507 of the Offer Maryland General Corporation Law (the “MGCL”), and that the irrevocable appointment of proxies by the Scopia Parties pursuant to this Section 6 are intended to be coupled with an interest by virtue of the Scopia Parties’ entering into this Agreement and the voting obligations contained herein. The Scopia Parties hereby represent that all proxies (other than the irrevocable proxy created hereby), powers of attorney, instructions or other requests given by or on behalf of the Scopia Parties prior to Closing, any the execution of this Agreement in respect of the voting of shares of Company Common Stock pursuant Stock, if any, are not irrevocable, the Scopia Parties hereby revoke (or shall cause to be revoked) any and all previous proxies, powers of attorney, instructions and other requests with respect to shares of Common Stock. (b) If the Scopia Parties fail to vote in accordance with the provisions of Section 3(a) of this Agreement (whether in person or by proxy), the Scopia Parties hereby irrevocably appoint (to the Offer, Seller hereby irrevocably grants to, and appoints, Purchaser fullest extent permitted by the MGCL) as their proxy ▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇, or either of them, in their respective capacities as officers of the Company, and any individual who shall hereafter succeed any such officer of the Company, and any other person designated in writing by either of themthe Company (the “Proxies”), and each of them individually, as Seller's proxy and attorney-in-fact (with full power of substitution), for substitution and resubstitution in the name, place and stead each of Sellerthem, to vote the Shares or grant a consent or approval in respect cast on behalf of the Shares on Scopia Parties all votes that the Scopia Parties are entitled to cast with respect to shares of Common Stock in accordance with Section 3(a) of this Agreement (I) at the Company’s 2017 annual meeting of stockholders and (II) at any matter special meeting of Company stockholders called for the purposes of obtaining Requisite Stockholder Approval, however called, including any postponement or adjournment thereof, in such proxy's sole discretion. Seller hereby further affirms that such each case to the extent relating to or reasonably expected to affect or concern the Reclassification, at which any of the matters described in Section 3(a) of this Agreement are to be considered. (c) Any instruction pursuant to the proxy and power of attorney granted in this Section 6 may be given by any of the Proxies, acting individually. (d) The irrevocable proxy granted pursuant to this Section 6 is coupled with an interest and may under no circumstances by virtue of, among other things, the voting obligations of the Scopia Parties set forth in this Agreement, was given by the Scopia Parties to induce the Company to enter into this Agreement and, pursuant to Section 2-507(d) of the MGCL, shall be revoked. Seller hereby ratifies and confirms all that such irrevocable. (e) The irrevocable proxy may lawfully do or cause granted pursuant to this Section 6 shall be done by virtue hereof. Such effective on the date first set forth above and shall survive until the conclusion of the Voting and Support Period (whereupon the irrevocable proxy shall terminate automatically and be without further force and effect). The appointment of the Proxies is executed and intended to be irrevocable remain valid for the entire duration of the Voting and Support Period, in accordance with the provisions of Section 212(e2-507(b) of the DGCLMGCL. (b) Seller agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Shares to any person other than to Purchaser pursuant to the Acquisition or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Shares other than this Agreement, and shall not commit or agree to take any of the foregoing actions.

Proxy. (a) Effective upon such time Each Stockholder hereby appoints and constitutes Gores Radio Holdings, LLC (together with its successors and assigns, “Gores”) as Purchaser ------ accepts for payment its attorney and pays for, pursuant to the Offer and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller hereby irrevocably grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of them, and any individual designated in writing by either of them, and each of them individually, as Seller's proxy and attorney-in-fact (with full power of substitution)substitution and resubstitution, for to vote, and otherwise act (by written consent or otherwise) with respect to such Stockholder’s Subject Securities solely with respect to the matters set forth in, and in the namemanner contemplated by, place Section 3.1 and stead of Sellerthis Section 3.2; provided, that in any such vote or other action pursuant to such proxy, Gores shall not have the right (and such proxy shall not confer the right) to vote to reduce the Common Shares Aggregate Purchase Price or grant a consent the Preferred Shares/Warrant Aggregate Purchase Price or approval in respect to otherwise modify or amend the Purchase Agreement to reduce the rights or benefits of the Shares Company or the stockholders of the Company under the Purchase Agreement or to reduce the obligations of the Purchaser thereunder; and provided further, that this proxy and the voting obligations set forth in this Agreement shall each irrevocably cease to be in effect on the Expiration Date. Upon the execution of this Agreement, all prior proxies given by each Stockholder with respect to the voting of any matter of such Stockholder’s Subject Securities in the manner contemplated by Section 3.1 and this Section 3.2 shall be deemed revoked, and such proxy's sole discretion. Seller hereby further affirms Stockholder agrees that no subsequent proxies will be given with respect to any of such irrevocable Stockholder’s Subject Securities with respect to the matters covered hereby. (b) This proxy is irrevocable, is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable granted in accordance with the provisions of Section 212(e) consideration of the DGCLPurchaser entering into the Purchase Agreement. This proxy will terminate on the Expiration Date. (bc) Seller agrees not Until the Expiration Date, Gores will be empowered, and may exercise this proxy, to vote the Subject Securities at any time at any meeting of the stockholders of the Company, however called, and in connection with any written action by consent of stockholders of the Company (if then permitted) solely: (i) sellin favor of any of the items set forth in Section 3.1(a); and (ii) against any of the items set forth in Section 3.1(b). (d) Each Stockholder may vote such Stockholder’s Subject Securities on all other matters not referred to in this proxy, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) and the attorneys and proxies named above may not exercise this proxy with respect to such other matters. (e) This proxy shall be binding upon the Transfer ofheirs, any Shares to any person other than to Purchaser pursuant to the Acquisition or (ii) enter into any voting arrangementestate, whether by proxyexecutors, voting agreement or otherwisepersonal representatives, with respect to any Shares other than this Agreement, successors and shall not commit or agree to take any assigns of the foregoing actionseach Stockholder.

Proxy. (a) Effective upon If so requested by the Company, each Shareholder shall constitute and appoint such time as Purchaser ------ accepts for payment and pays forperson designated by the Company, pursuant to the Offer and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller hereby irrevocably grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of them, and any individual designated in writing by either of them, and each of them individually, as Seller's proxy and attorney-in-fact (with full power of substitution and re-substitution), for as such Shareholder’s proxy with respect to the matters set forth herein, including without limitation, each of the matters described in Sections 1 and 5, and shall authorize such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Shares in the name, place manner contemplated by Sections 1 and stead of Seller, 5. The agreement to vote the Shares or grant a consent or approval in respect of proxy if requested pursuant to the Shares on any matter in such proxy's sole discretion. Seller hereby further affirms that such irrevocable immediately preceding sentence is given to induce the Company to execute the Merger Agreement and, as such, the proxy is shall be coupled with an interest and may under no circumstances shall be revoked. Seller hereby ratifies irrevocable unless and confirms all that until this Agreement or any such irrevocable proxy may lawfully do rights granted hereunder terminate or cause expire pursuant to be done by virtue the terms hereof. Such irrevocable proxy is executed Upon granting such a proxy, the Shareholder shall revoke any and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. (b) Seller agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) all previous proxies with respect to the Transfer ofShareholder’s Shares and shall not thereafter, unless and until this Agreement or any Shares to any person other than to Purchaser rights granted hereunder terminate or expire pursuant to the Acquisition terms hereof, purport to grant any other proxy or (ii) power of attorney with respect to any of the Shareholder’s Shares, deposit any of the Shareholder’s Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting arrangementof any of any of the Shareholder’s Shares, whether by proxy, voting agreement or otherwisein each case, with respect to any Shares other than this Agreement, and shall not commit or agree to take of the matters set forth herein. Notwithstanding any of the foregoing actionsforegoing, in the event this Agreement terminates in accordance with Section 8(b)(i) or 8(b)(iii), any proxy granted by the Shareholders to the Company or its designee shall automatically be revoked and terminate.

Proxy. (a) Effective upon such time as Purchaser ------ accepts for payment and pays for, pursuant to the Offer and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller hereby irrevocably grants toIf, and appointsonly if, Purchaser the Stockholder fails to comply with the provisions of Section 1.1, the Stockholder hereby agrees that such failure shall result, without any further action by the Stockholder effective as of the date of such failure, in the constitution and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either appointment of them, and any individual designated in writing by either of them, Parent and each of them individuallyits executive officers from and after the date of such determination until the termination of this Agreement (at which time such constitution and appointment shall automatically be revoked) as the Stockholder's attorney, as Seller's agent and proxy and attorney-in-fact (such constitution, the "Irrevocable Proxy"), with full power of substitution), for to vote and otherwise act with respect to all the Stockholder's Subject Shares, at any meeting of the stockholders of the Company, however called, and in any action by consent of the stockholders of the Company, on the matters and in the name, place and stead of Seller, to vote the Shares or grant a consent or approval manner specified in respect of the Shares on any matter in such proxy's sole discretion. Seller hereby further affirms that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue Section 1.1 hereof. Such irrevocable proxy is executed THIS PROXY AND THE POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST, AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OF ITS SHARES IN BREACH OF, OR IN ACCORDANCE WITH, THIS AGREEMENT. The Stockholder hereby revokes any and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. (b) Seller agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) all previous proxies with respect to the Transfer of, Subject Shares or any Shares to any person other than to Purchaser pursuant voting securities of the Company that relate to the Acquisition or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, approval of the matters described in Section 1.1 hereof and are inconsistent with respect to any Shares other than this Agreement, . All authority herein conferred or agreed to be conferred shall survive the dissolution or bankruptcy of the Stockholder and shall not commit or agree to take any be binding upon the successors and assigns of the foregoing actionsStockholder.

Proxy. (ai) Effective upon such time as Purchaser ------ accepts for payment Each Stockholder that is a Phoenix Stockholder, by this Agreement, hereby constitutes and pays for, pursuant to the Offer and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller hereby irrevocably grants to, and appoints, Purchaser appoints ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of them, and any individual designated in writing by either of them, and each of them individually, as Seller's proxy and attorney-in-fact their representative (the “Phoenix Representative”) with full power of substitution), during and for the Proxy Term, as the Phoenix Stockholder’s true and lawful attorney and grants each Phoenix Representative an irrevocable proxy coupled with power, for and in the Phoenix Stockholder’s name, place and stead stead, to vote each Share owned by such Stockholder as such Stockholder’s proxy, at every meeting of Sellerthe stockholders of the Company or any adjournment thereof or in connection with any written consent of the Company’s stockholders. Such Stockholder intends the foregoing proxy to be, and it shall be, irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxies previously granted by the Stockholder with respect to the Shares. (ii) Each Stockholder that is a ▇▇▇▇▇▇▇ Stockholder, by this Agreement, hereby constitutes and appoints ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇, as its representative (the “▇▇▇▇▇▇▇ Representative” and, together with the Phoenix Reprsentative, the “Representatives” or each individually a “Representative”) with full power of substitution, during and for the Proxy Term, as the Stockholder’s true and lawful attorney and hereby grants each ▇▇▇▇▇▇▇ Representative an irrevocable proxy coupled with power, for and in the ▇▇▇▇▇▇▇ Stockholder’s name, place and stead, to vote each Share owned by such Stockholder as such Stockholder’s proxy, at every meeting of the stockholders of the Company or any adjournment thereof or in connection with any written consent of the Company’s stockholders. Such Stockholder intends the foregoing proxy to be, and it shall be, irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxies previously granted by the Stockholder with respect to the Shares. (iii) All of the Stockholders agree to vote their Shares in accordance with this Section 3. If any Stockholder or its Representative fails or refuses to vote the Shares as required by this Section 3, then the ▇▇▇▇▇▇▇ Representative (in the case of a Phoenix Stockholder or Phoenix Representative failure or refusal) or the Phoenix Representative (in the case of a ▇▇▇▇▇▇▇ Stockholder or ▇▇▇▇▇▇▇ Representative failure or refusal) shall have an irrevocable proxy of indefinite duration pursuant to the provisions of Section 212 of the Delaware General Corporation Law, coupled with an interest, to so vote those Shares in accordance with this Section 3, and each Phoenix Stockholder and ▇▇▇▇▇▇▇ Stockholder hereby grants to the others’ Representative such irrevocable proxy. (iv) The Stockholders agree not to enter into any agreement or understanding with any person or entity or take any action during the Proxy Term which will permit any person or entity to vote or give instructions to vote the Common Stock in any manner inconsistent with the terms of this Section 3. The Stockholders further agree to take such further action and execute and deliver, and cause others to execute and deliver such other instruments as may be necessary to effectuate the intent of this Agreement, including without limitation, proxies and other documents permitting, as applicable, the Phoenix Representative or the ▇▇▇▇▇▇▇ Representative, to vote the Shares Common Stock or grant a consent or approval in respect of to direct the Shares on any matter in such proxy's sole discretion. Seller hereby further affirms that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause record owners thereof to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable vote the Common Stock in accordance with this Agreement. Without limiting the provisions of Section 212(e) foregoing, each Stockholder will use commercially reasonable efforts to, and will instruct the record owner of the DGCLCommon Stock to, deliver to, as applicable, the Phoenix Representative or the ▇▇▇▇▇▇▇ Representative, a duly executed Irrevocable Proxy in the form attached hereto as Exhibit A not later than 5 business days after the date hereof. (b) Seller agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter -------- into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Shares to any person other than to Purchaser pursuant to the Acquisition or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Shares other than this Agreement, and shall not commit or agree to take any of the foregoing actions.

Proxy. (a) Effective upon such During the time as Purchaser ------ accepts for payment and pays forthis Agreement is in effect, pursuant to the Offer and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller Shareholder hereby irrevocably grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇agrees from time to time to grant to, and appoint, Parent and Acquiror, or either any of them, and any individual designated in writing by either any of them, and each of them individually, as Sellerthe Shareholder's proxy proxy, agent and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellerthe Shareholder, to vote the Shares (or cause to be voted) its Securities, or grant a consent or approval in respect of its Securities, in each case, with respect to any Subject Proposal, in a manner consistent with Section 1.01 above. (b) The Shareholder understands and acknowledges that Parent and Acquiror are entering into the Shares on any matter Acquisition Agreement in such proxyreliance upon the Shareholder's sole discretionexecution and delivery of this Agreement. Seller The Shareholder hereby further affirms that the proxy set forth in this Section 1.02 is given in connection with the execution of this Agreement, and that such irrevocable proxy is coupled with an interest and may given to secure the performance of the duties of the Shareholder under no circumstances be revokedthis Agreement. Seller The Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable Shareholder will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy is executed and intended hereby revokes any proxy previously granted by it with respect to its Securities that would be irrevocable in accordance inconsistent with the provisions proxy granted pursuant to Section 1.02(a). Shareholder shall not hereafter, unless and until this Agreement terminates pursuant to Section 5.01 hereof, purport to vote (or execute a consent with respect to) its Securities with respect to any Subject Proposal (other than through this irrevocable proxy) or grant any other proxy or power of Section 212(e) attorney with respect to any of the DGCL. its Securities to vote with respect to any Subject Proposal, deposit any of its Securities into a voting trust or enter into any agreement (b) Seller agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"other than this Agreement), arrangement or enter -------- into understanding with any contractperson, option directly or other arrangement (including indirectly, to vote with respect to any profit sharing arrangement) such Subject Proposal, grant any proxy or give instructions with respect to the Transfer of, any Shares to any person other than to Purchaser pursuant to the Acquisition or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, of such Securities with respect to any Shares other than this Agreement, and shall not commit or agree to take any of the foregoing actionsSubject Proposal.

Proxy. (a) Effective upon such During the time as Purchaser ------ accepts for payment and pays forthis Agreement is in effect, pursuant to the Offer and prior to Closing, any shares of Company Common Stock pursuant to the Offer, Seller each Shareholder hereby irrevocably grants to, and appoints, Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇agrees from time to time to grant to, and appoint, Parent and Acquiror, or either any of them, and any individual designated in writing by either any of them, and each of them individually, as Sellersuch Shareholder's proxy proxy, agent and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sellersuch Shareholder, to vote the Shares (or cause to be voted) its Securities, or grant a consent or approval in respect of its Securities, in each case, with respect to any Subject Proposal, in a manner consistent with Section 1.01 above. (b) Each Shareholder understands and acknowledges that Parent and Acquiror are entering into the Shares on any matter Acquisition Agreement in reliance upon such proxyShareholder's sole discretionexecution and delivery of this Agreement. Seller Each Shareholder hereby further affirms that the proxy set forth in this Section 1.02 is given in connection with the execution of this Agreement, and that such irrevocable proxy is coupled with an interest and may given to secure the performance of the duties of such Shareholder under no circumstances be revokedthis Agreement. Seller Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable Each Shareholder will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy is executed and intended hereby revokes any proxy previously granted by it with respect to its Securities that would be irrevocable in accordance inconsistent with the provisions proxy granted pursuant to Section 1.02(a). Each Shareholder shall not hereafter, unless and until this Agreement terminates pursuant to Section 4.01 hereof, purport to vote (or execute a consent with respect to) its Securities with respect to any Subject Proposal (other than through this irrevocable proxy) or grant any other proxy or power of Section 212(e) attorney with respect to any of the DGCL. its Securities to vote with respect to any Subject Proposal, deposit any of its Securities into a voting trust or enter into any agreement (b) Seller agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"other than this Agreement), arrangement or enter -------- into understanding with any contractperson, option directly or other arrangement (including indirectly, to vote with respect to any profit sharing arrangement) such Subject Proposal, grant any proxy or give instructions with respect to the Transfer of, any Shares to any person other than to Purchaser pursuant to the Acquisition or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, of such Securities with respect to any Shares other than this Agreement, and shall not commit or agree to take any of the foregoing actionsSubject Proposal.