Common use of Proxy Clause in Contracts

Proxy. (a) Stockholder by this Agreement does hereby constitute and appoint SunTrust, or any nominee of SunTrust, with full power of substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities of Stockholder as Stockholder’s proxy, at every meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder. (b) For purposes of this Agreement, “Proxy Term” means the period from the execution of this Agreement until the Termination Date.

Proxy. (a) Stockholder by By way of execution and delivery of this Agreement does hereby Agreement, each of the Stockholders and the Voting Agent appoint and constitute Parent as its attorney and appoint SunTrust, or any nominee of SunTrust, proxy with full power of substitutionsubstitution and resubstitution, during to the full extent of the Stockholders' and for the Proxy TermVoting Agent's voting rights with respect to the Subject Securities (subject to the terms of the Trust Agreement). Upon the execution of this Agreement, as Stockholder’s true all prior proxies given by the Stockholders and lawful the Voting Agent with respect to any of the Subject Securities shall be deemed revoked, and each of the Stockholders and the Voting Agent agrees that no subsequent proxies will be given with respect to any of the Subject Securities. (b) This proxy is irrevocable, is coupled with an interest and is granted in consideration of Parent entering into the Merger Agreement. This proxy will terminate (i) on the Voting Covenant Expiration Date, and (ii) with respect to Unrestricted Shares, upon the date of Transfer to an Unrestricted Transferee. (c) Until the termination of this proxy pursuant to Section 3.2(b), the attorney and irrevocable proxy named above will be empowered, and may exercise this proxy, for and in Stockholder’s name, place and stead, to vote the Subject Securities of Stockholder as Stockholder’s proxy, other than Unrestricted Shares at every any time at any meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s , however called, and in connection with any written action by consent of stockholders or any adjournment thereof, of the Company (if then permitted): (i) for in favor of approval of the Merger, and the adoption and approval of the Merger Agreement and the terms thereof and in favor of each of the other actions contemplated by the Merger (Agreement; and in each case as amended from time to time), favor of any action recommended by the Board of Directors in furtherance of any of the foregoing; and (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, Competing Proposal and (iii) against any other action or agreement that Parent has advised the Stockholders in writing in advance would result in a breach of any representation, warranty, covenant or agreement obligation of the Company contained in the Merger Agreement or that would result in any of impair the conditions to the obligations ability of the Company under to consummate the Merger Agreement not being fulfilledor that would otherwise be inconsistent with, unless SunTrust determines to vote prevent, impede or consent in favor of such action, in delay the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent consummation of the stockholders of Transactions. (d) The Stockholders and the CompanyVoting Agent may vote the Subject Securities on all other matters not referred to in this proxy, in lieu of a meeting or otherwise. Stockholder intends and the attorneys and proxies named above may not exercise this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to such other matters provided that this does not have the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance effect or intent of its own interests, and SunTrust is not acting as a fiduciary for Stockholderfrustrating clause (c) above. (be) For purposes This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of this Agreement, “Proxy Term” means the period from Stockholders and the execution Voting Agent. (f) The Stockholders and the Voting Agent shall not be liable for any breach of this Agreement until arising out of any exercise by Parent of the Termination Dateproxy granted to Parent pursuant to this Section 3.2.

Proxy. (a) Stockholder by In furtherance of each Shareholder’s agreement in Section 2.1 of this Agreement does Agreement, but subject to Section 2.2(c), such Shareholder hereby constitute appoints Parent and appoint SunTrustParent’s designees, or any nominee and each of SunTrustthem individually, as such Shareholder’s proxy and attorney-in-fact (with full power of substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy), for and in Stockholder’s the name, place and steadstead of such Shareholder, to vote the Securities of Stockholder as Stockholder’s proxy, all Shareholder Owned Shares owned by such Shareholder (at every any meeting of the Company’s stockholders shareholders or any adjournment thereof (oror postponement thereof, as applicablehowever called), or to instruct and direct any holder of record execute one or more written consents in respect of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, Shareholder Owned Shares: (i) for in favor of the adoption and approval of the Merger Agreement and approval of the transactions contemplated by the Merger Agreement, including the Merger (and in each case as amended from time to timefavor of any actions and proposals required, or submitted for approval at any meeting of the Company shareholders, in furtherance thereof), ; (ii) against any extraordinary corporate action, proposal, transaction or agreement that is intended, or would reasonably be expected, directly or indirectly, to result in (i) a breach of any covenant, representation, warranty or other obligation or agreement of the Company set forth in the Merger Agreement or of the Shareholders set forth in this Agreement, or (ii) any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled; and (iii) against the following actions or proposals (other than as contemplated by Section 1(a)(i)(1) hereof): (A) any Acquisition Proposal or any other action, proposal, agreement or transaction made in opposition to or in competition with the Merger or the Merger Agreement; (B) any change in the individuals who constitute the board of directors of the Company (other than as contemplated by the Merger Agreement) that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement, including the Merger; (C) any material change in the present capitalization or dividend policy of the Company or any amendment of the Company’s certificate of incorporation or bylaws (unless approved by Parent) that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement, including the Merger; (D) any proposal for any recapitalization, material business transaction, reorganization, liquidation, winding up of the Company, dissolution, amalgamation, consolidation, merger, sale of assets or other business combination between the Company and any other Person, or any other action or transactions involving the Company (other than the Merger); (E) any other material change in the Company’s corporate structure or business that is intended, such as a mergeror could reasonably be expected, consolidationto prevent, business combinationimpede, tender interfere with, delay, postpone or exchange offeradversely affect the transactions contemplated by the Merger Agreement, reorganization, recapitalization, liquidation, sale including the Merger; or transfer of a material amount of the assets (F) any other action or securities of proposal involving the Company or any of its subsidiaries (other than pursuant that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement, including the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder. (b) For purposes Such proxy shall (A) be valid until the termination of this Agreement in accordance with (or as otherwise provided in) Article VI hereof and (B) automatically terminate upon the termination of this Agreement in accordance with (or as otherwise provided in) Article VI hereof. Each Shareholder represents that any and all other proxies heretofore given in respect of the Shareholder Owned Shares owned by such Shareholder are revocable, and that such other proxies have been revoked. 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 Shareholder’s duties under this Agreement, “Proxy Term” means the period from the execution (y) coupled with an interest and may not be revoked except as otherwise provided in this Agreement and (z) intended to be valid prior to termination of this Agreement until or as otherwise provided in Article VI hereof. All authority herein conferred shall survive the Termination Datedeath or incapacity of each Shareholder and shall be binding upon the heirs, estate, administrators, personal representatives, successors and assigns of such Shareholder. (c) Notwithstanding the grant of such proxy, each Shareholder may vote its Shareholder Owned Shares strictly in accordance with Section 2.1 at any meeting of the Company’s shares (or any adjournment or postponement thereof), by proxy or otherwise.

Proxy. (a) Pursuant to this Agreement, the Stockholder by this Agreement does hereby constitute and appoint SunTrustParent, or any nominee of SunTrustParent, with full power of substitution, during and for the Proxy TermTerm (as hereinafter defined), as the Stockholder’s 's true and lawful attorney and irrevocable proxy, for and in the Stockholder’s 's name, place and stead, to vote the Securities of Stockholder Shares as the Stockholder’s 's proxy, at every meeting of the stockholders of the Company’s , however called, and at every adjournment or postponement thereof, or in connection with any written consent of the stockholders or of the Company, relating to any adjournment thereof (or, as applicable, to instruct and direct any holder proposed action by the stockholders of record of such Securities to vote such Securities) or execute its proxy the Company with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, foregoing matters: (i) for the adoption and in favor of approval of the Merger Agreement and each of the other transactions contemplated thereby and any other matter that is required to facilitate the consummation of the transactions contemplated by the Merger (in each case as amended from time to time)Agreement, (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would reasonably be expected to result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilledStockholder contained in this Agreement, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at against any annualaction, special agreement or other meeting (transaction that would reasonably be expected to materially impede, interfere or at any adjournment thereof) be inconsistent with, delay, postpone, discourage or in connection with any action or consent materially and adversely affect the timely consummation of the stockholders of Offer or the CompanyMerger, in lieu of and (iv) against any other action, agreement or transaction related to a meeting or otherwiseCompeting Proposal. The Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by the Stockholder with respect to its Securitiesthe Shares. The Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust Parent may vote Stockholder’s vote, in accordance with the terms of this Agreement, the Shares in furtherance of its own interests, and SunTrust Parent is not acting as a fiduciary for the Stockholder. (b) For purposes of this Agreement, “"Proxy Term” " means the period from the execution of this Agreement until the Termination Datetermination of this Agreement in accordance with the terms of Section 4.1 hereof. (c) The Stockholder agrees that the irrevocable proxy set forth in this Section 1.3 shall not be terminated by any act of the Stockholder or by operation of law. If prior to the termination of this Agreement, the Stockholder should die or become incapacitated, certificates representing the Shares shall be delivered by or on behalf of the Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by Parent hereunder shall be as valid as if such death or incapacity had not occurred, regardless of whether or not Parent has received notice of such death or incapacity.

Proxy. CPI hereby irrevocably grants to and appoints Buyer and Assets Buyer (a) Stockholder and each officer of Buyer and Assets Buyer designated by this Agreement does hereby constitute Buyer and appoint SunTrustAssets Buyer respectively), or any nominee of SunTrust, CPI's proxy and attorney-in-fact (with full power of substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy), for and in Stockholder’s the name, place and steadstead of CPI, to vote the Securities of Stockholder as Stockholder’s proxy, at every a meeting of stockholders (or cause to be voted) all of the Company’s stockholders Company Shares owned by CPI (and any and all securities issued or any adjournment thereof (orissuable in respect thereof), or as applicableto which CPI has voting control, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy solely with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereofmatters set forth below, (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, and at any adjournment or adjournments thereof: (i) in lieu favor of a meeting or otherwise. Stockholder intends this proxy to be irrevocable the approval of the Company Merger and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted other transactions contemplated by Stockholder with respect to its Securities. Stockholder acknowledges that, the Merger Agreement (including the transactions pursuant to the authority hereby granted under Asset Purchase Agreement) and in favor of the irrevocable proxyapproval and adoption of the Merger Agreement, SunTrust may vote Stockholder’s Shares and all actions required in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder.thereof; (bii) For purposes in favor of this the approval of the Assets Purchase and the other transactions contemplated by the Asset Purchase Agreement and all actions required in furtherance thereof; (iii) against any Acquisition Proposal (other than (A) the Company Merger and the Assets Purchase, (B) any Substitute Merger Agreement (as defined in the Asset Purchase Agreement) and any Substitute Merger) and (C) any Substitute APA and any Substitute Asset Purchase); and (iv) against any amendment of the Company's Certificate of Incorporation or Bylaws which amendment would in any manner prevent or materially impede, interfere with or delay the Company Merger, the Merger Agreement, “Proxy Term” means the period from Assets Purchase, the execution Asset Purchase Agreement or any of this Agreement until the Termination Date.transactions contemplated thereby;

Proxy. (a) Stockholder by this Agreement does hereby constitute and appoint SunTrustOn the day ARC or any of its affiliates acquires the Series D-1 Shares (the “Purchase Date”), ARC shall, or shall cause its affiliates to, irrevocably grant to, and appoint, the Special Committee of the Board of Directors of the Company (the “Board”) comprised of M▇▇▇ ▇▇▇▇▇▇▇▇, D▇▇▇ ▇▇▇▇ and C. T▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Committee”) (and if any nominee member of SunTrustsuch Committee no longer serves on such Committee for any reason, then the remaining member or members of such Committee, in each case acting by a majority, and if none of the three individuals named above serve on the Committee, the Board may then appoint such other independent director(s) to the Committee that are reasonably acceptable to ARC and Luxor Capital Partners, LP), ARC’s proxy and attorney-in-fact (with full power of substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy), for and in Stockholder’s the name, place and steadstead of ARC, to vote or cause to be voted the Securities of Stockholder as Stockholder’s Series D-1 Shares (in person or by proxy, at every meeting of the Company’s stockholders or any adjournment thereof (or), as applicable, to instruct and direct any holder of record of such Securities ARC would be required to vote the Series D-1 Shares in connection with any two Series D-1 Specified Matters to the extent Series D-1 Shares are entitled to a vote on such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than matters pursuant to the Merger) or any other change certificate of control involving designation authorizing the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such actionSeries D-1 Shares, and (iii) against to exercise all powers that ARC would be entitled to exercise on any other action or agreement that would result in a breach of any representationsuch matters if personally present, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the CompanyCompany and at any adjournment or adjournments thereof, and to execute any written consent of stockholders on behalf of ARC in lieu of a such meeting or otherwise. Stockholder intends this proxy ; provided, further, that to the extent the first or the second Series D-1 Specified Matter requires one or more votes of the Company stockholders in order to effectuate an agreed, specific transaction (or any related transaction or a series of related transactions, including any amendments to the certificate of incorporation or any certificate of designation of the Company necessitated by such transactions), then such additional stockholder votes shall all be irrevocable deemed to relate to one Series D-1 Specified Matter and coupled with an interest during the Committee may use the Proxy Term and hereby revokes in connection with any such additional stockholder votes. The proxy previously granted by Stockholder with respect set forth in this Section 1.1(a) is hereinafter referred to its Securities. Stockholder acknowledges that, pursuant to as the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder“Proxy”. (b) For purposes of this Agreement, “Proxy Term” means the period from the execution of this Agreement until the Termination Date.

Proxy. The Principal Stockholder hereby agrees, at any meeting of the stockholders of the Company, however called, and at every adjournment thereof, and in any action by written consent of the stockholders of the Company, to (a) Stockholder by this Agreement does hereby constitute and appoint SunTrust, or any nominee of SunTrust, with full power of substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities of Stockholder as Stockholder’s proxy, at every meeting all of the Company’s stockholders shares of Company Stock then owned, beneficially or any adjournment thereof (orof record, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting by him in favor of the Company’s stockholders or any adjournment thereof, (i) for the adoption and approval of the Merger Agreement and as in effect on the date hereof (as such agreement may be amended (1) as contemplated by Section 7.3 of the Merger Agreement or (2) with the consent of the Principal Stockholder) and each of the other transactions contemplated thereby and any action required in each case as amended from time to time)furtherance thereof, (iib) vote such shares against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement, and (c) vote such shares against any Other Transaction or any other action or agreement that, directly or indirectly, is inconsistent with or that would, or is reasonably likely to, directly or indirectly, impede, interfere with or attempt to discourage the Merger or any other transaction contemplated by the Merger Agreement, including, but not limited to (i) any extraordinary corporate transaction (other than the MergerMerger on the terms set forth in the Merger Agreement), such as a merger, consolidation, business combination, tender reorganization recapitalization or exchange offerliquidation involving the Company, reorganization, recapitalization, liquidation, (ii) a sale or transfer of a material amount of the assets or securities of the Company Company, or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action material change in the Company's corporate structure or agreement that would result in business; provided, however, that, if the Principal Stockholder is a breach of any representation, warranty, covenant or agreement member of the Company contained Board of Directors of the Company, nothing herein shall be construed to obligate him to act in his capacity as a director in any manner which may conflict with his fiduciary duties as a director of the Company. In furtherance of the foregoing, (i) the Principal Stockholder hereby appoints Acquiror and the proper officers of Acquiror, and each of them, with full power of substitution in the Merger Agreement premises, his proxies to vote all his shares of Company Capital Stock at any meeting, general or that would result in any special, of the conditions to the obligations stockholders of the Company under the Merger Agreement not being fulfilledCompany, unless SunTrust determines and to vote execute one or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special more written consents or other instruments from time to time in order to take such action without the necessity of a meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu accordance with the provisions of a meeting the preceding paragraph and (ii) Acquiror hereby agrees to vote such shares or otherwiseexecute written consents or other instruments in accordance with the provisions of the preceding paragraph. Stockholder intends The proxy and power of attorney granted herein shall be irrevocable during the term of this proxy Agreement, shall be deemed to be irrevocable and coupled with an interest during and shall revoke all prior proxies granted by the Proxy Term and hereby revokes Principal Stockholder. The Principal Stockholder shall not grant any proxy previously to any person which conflicts with the proxy granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interestsherein, and SunTrust any attempt to do so shall be void. The power of attorney granted herein is not acting as a fiduciary for durable power of attorney and shall survive the disability or incompetence of the Principal Stockholder. (b) For purposes of this Agreement, “Proxy Term” means the period from the execution of this Agreement until the Termination Date.

Proxy. (a) To fully implement the agreement of the Stockholder by this Agreement does ----- set forth in Section 2.1 above, the Stockholder hereby constitute irrevocably appoints Logitech Subsidiary, its officers and appoint SunTrust, or any nominee of SunTrustdesignees, with full power of substitutionsubstitution (each of Logitech Subsidiary, during its officers and for designees and its substitutes being referred to herein as the Proxy Term"Proxy"), and each of them as Stockholder’s the true and ----- lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and steadproxy of the Stockholder until the termination of this Agreement, to vote the Securities of all Stockholder Shares on matters as Stockholder’s proxy, at every meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of which such Securities Stockholder is entitled to vote such Securities) or execute its proxy with respect to such Securities at every a meeting of the Company’s stockholders or any adjournment thereof, (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the CompanyCompany or to which such Stockholder is entitled to express consent or dissent to corporate action in writing without a meeting of stockholders, in the Proxy's absolute, sole and binding discretion, on the matters specified in Section 2.1 above. The Stockholder agrees that the Proxy may, prior to the termination of this Agreement, in such Stockholder's name and stead, (i) attend any annual or special meeting of the stockholders of the Company and vote all Stockholder Shares at any such annual or special meeting as to the matters specified in Section 2.1 above, and (ii) execute with respect to all Stockholder Shares any written consent to, or dissent from, corporate action respecting any matter specified in Section 2.1 above. Prior to the termination of this Agreement, the Stockholder agrees to refrain from, without the prior written consent of Logitech Subsidiary, (x) voting the Stockholder Shares of such Stockholder at any annual or special meeting of the stockholders of the Company in any manner inconsistent with the terms of this Agreement, (y) executing any written consent in lieu of a meeting of the stockholders of the Company in any manner inconsistent with the terms of this Agreement, and (z) granting any proxy or otherwiseauthorization to any person with respect to the voting of the Stockholder Shares, except pursuant to this Agreement, or taking any action contrary to or in any manner inconsistent with the terms of this Agreement. The Stockholder intends agrees that this grant of proxy to be and appointment of attorney is irrevocable and coupled with an interest during and agrees that the person designated as Proxy Term and hereby revokes pursuant hereto may at any proxy previously granted by Stockholder with respect time name any other person as its substituted Proxy to its Securities. Stockholder acknowledges thatact pursuant hereto, pursuant either as to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting a specific matter or as a fiduciary for Stockholderto all matters. (b) For purposes of this Agreement, “Proxy Term” means the period from the execution of this Agreement until the Termination Date.

Proxy. (a) Stockholder Each Shareholder, by this Agreement does Agreement, hereby constitute constitutes and appoint SunTrust, or any nominee of SunTrust----- appoints Patriot, with full power of substitution, during and for the Proxy Term, as Stockholder’s such Shareholder's true and lawful attorney and irrevocable proxy, for and in Stockholder’s Shareholder's name, place and stead, to vote the Securities each of Stockholder such Shares owned by such Shareholder as Stockholder’s Shareholder's proxy, at every meeting of the Company’s stockholders shareholders of the Company or any adjournment thereof (or, as applicable, to instruct and direct or in connection with any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting written consent of the Company’s stockholders or any adjournment thereof's shareholders, (i) for in favor of the adoption of the Merger Agreement and approval of the Merger Agreement and the other transactions contemplated by the Merger (in each case as amended from time to time)Agreement, (ii) against (x) any extraordinary corporate transaction (other than Company Takeover Proposal, as that term is defined in the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such actionMerger Agreement, and (iii) against any other proposal for any action or agreement that would result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement or which is reasonably likely to result in any of the conditions of the Company's obligations under the Merger Agreement not being fulfilledfulfilled and (y) any change in the directors of the Company, unless SunTrust determines any change in the present capitalization of the Company or any amendment to vote the Company's articles of organization or consent bylaws, any other material change in favor of such actionthe Company's corporate structure or business, or any other action which in the case of each clauses of the matters referred to in this clause (i)y) could reasonably be expected to impede, (ii) interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Merger Agreement or the likelihood of such transactions being consummated, and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any annual, special or other such meeting (or at any adjournment thereof) of shareholders or in such consent, and in connection with therewith to execute any action documents which are necessary or consent of appropriate in order to effectuate the stockholders of foregoing, including the Company, in lieu of a meeting ability for Patriot or otherwiseits nominees to vote such Shares directly. Stockholder Each Shareholder intends this the foregoing proxy to be be, and it shall be, irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy proxies previously granted by Stockholder such Shareholder with respect to its Securities. Stockholder acknowledges that, pursuant the Shares to the authority hereby granted under extent inconsistent with the irrevocable foregoing proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder. (b) Each Shareholder hereby further agrees, with respect to any Shares not voted pursuant to paragraph (a) above, including without limitation any Shares owned beneficially but not of record by such Shareholder, that during the Proxy Term, at every meeting of the shareholders of the Company or any adjournment thereof or in connection with any written consent of the Company's shareholders, such Shareholder shall vote (or cause to be voted) all Shares whether or not owned of record or beneficially by such Shareholder except as specifically requested in writing by Patriot in advance, (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against (x) any Company Takeover Proposal, as that term is defined in the Merger Agreement, and any proposal for any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which is reasonably likely to result in any of the conditions of the Company's obligations under the Merger Agreement not being fulfilled or (y) any change in the directors of the Company, any change in the present capitalization of the Company or any amendment to the Company's certificate of incorporation or bylaws, any other material change in the Company's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (y) could reasonably be expected to, impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Merger Agreement or the likelihood of such transactions being consummated, and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of shareholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing. (c) For the purposes of this Agreement, “"Proxy Term” " means the period from the execution of this Agreement date hereof until the Termination Dateearlier of the termination of the Merger Agreement and the Effective Time.

Proxy. If (ai) Stockholder by this notice of a Relevant Shareholder Meeting is provided to the Purchaser within the requisite time period as set forth in the first sentence of Section 4 above and (x) the Purchaser has entered (or does enter) into the Credit Agreement before the time at which such Relevant Shareholder Meeting is formally convened, or (y) the Purchaser has waived (or does waive) the condition to closing set forth in Section 6.02(f) of the Merger Agreement before the time at which such Relevant Shareholder Meeting is formally convened, or (ii) notice of such Relevant Shareholder Meeting is not provided to the Purchaser within the requisite time period as set forth in the first sentence of Section 4 above, then, for purposes of such Relevant Shareholder Meeting each Shareholder hereby constitute constitutes and appoint SunTrustappoints Purchaser, or any nominee of SunTrustPurchaser, with full power of substitution, during and for the Proxy Term, as Stockholder’s his or its true and lawful attorney and irrevocable proxy, for and in Stockholder’s his, her or its name, place and stead, to vote the Securities of Stockholder as Stockholder’s proxyhis, at every her or its proxy as any meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting shareholders of the Company’s stockholders or any adjournment thereof, however called (ia) for the in favor of adoption and approval of the Merger Agreement and approval of the Merger transactions contemplated hereby and (in each case as amended from time to time), (iib) against approval or adoption of any extraordinary corporate transaction action or agreement (other than the Merger), such as a merger, consolidation, business combination, tender Merger Agreement or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Mergertransactions contemplated thereby) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would impede, interfere with, delay, postpone or attempt to discourage the Merger or reasonably be expected to result in a breach of the Merger Agreement; provided, however, that each Shareholder has no obligation, and the Purchaser has no authority, to vote in favor of adoption of any representation, warranty, covenant agreement other than the Merger Agreement as presently constituted or agreement approval of any transaction other than those transactions described in the Merger Agreement. The Purchaser may sign any such Shareholder's name to any written consent of the shareholders of the Company contained in the Merger Agreement or that would result in any of the conditions with respect to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines Shares but only with respect to vote or consent matters referenced in favor of such action, in the case of each clauses (i), (iia) and (iiib) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable Section 5 and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant subject to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares limitations set forth in furtherance of its own interests, Section 4 and SunTrust is not acting as a fiduciary for Stockholderthis Section 5. (b) For purposes of this Agreement, “Proxy Term” means the period from the execution of this Agreement until the Termination Date.

Proxy. (a) 2.1 Each Stockholder by this Agreement does hereby constitute and appoint SunTrustParent, or any nominee of SunTrustParent, with full power of substitution, during and for the Proxy TermTerm (as hereinafter defined), as such Stockholder’s 's true and lawful attorney and irrevocable proxy, for and in such Stockholder’s 's name, place and stead, to vote the Securities each of Stockholder such Shares as such Stockholder’s 's proxy, at every meeting of the Company’s stockholders Company Stockholders or any adjournment thereof (or in connection with any written consent of the Company Stockholders, or, as applicable, to instruct and direct DTC, Bear Stearns, Credit Suisse First Boston or any other holder of record of such Securities ▇▇ ▇▇▇ Shares to vote such Securities) its Shares or execute its proxy with respect to such Securities Shares at every meeting of the Company’s stockholders Company Stockholders or any adjournment thereofthereof or in connection with any written consent of the Company Stockholders, (i) for in favor of adoption of the adoption and Merger Agreement, approval of the Merger Agreement and any other action of the Merger (Company Stockholders requested in each case as amended from time to time), furtherance thereof; (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender action or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities agreement submitted for approval of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement Stockholders that would reasonably be expected to result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or that would result of such Stockholder contained in this Agreement; and (iii) against any of the conditions Acquisition Proposal or any other action, agreement or transaction submitted for approval to the obligations Company Stockholders that is intended, or could reasonably be expected, to impede, interfere or be inconsistent with, delay, postpone, discourage or adversely affect the Merger or this Agreement, including: (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries (other than the Merger); (B) a sale, lease or transfer of a material amount of assets of the Company under or any of its Subsidiaries or a reorganization, recapitalization or liquidation of the Merger Agreement not being fulfilledCompany or any of its Subsidiaries; (C) a material change in the policies or management of the Company; (D) an election of new members to the board of directors of the Company, unless SunTrust determines except where the vote is cast in favor of the nominees of a majority of the existing directors; (E) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company Certificate of Incorporation or Company Bylaws; or (F) any other material change in the Company's corporate structure or business, unless, with respect to any of (A) through (F) above, Parent shall determine to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwiseactions. Each Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by such Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote such Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder's Shares. (b) 2.2 For purposes of this Agreement, “"Proxy Term” means " shall mean the period from the execution of this Agreement until the Termination Dateearlier of (i) the date on which the Merger Agreement is terminated in accordance with its terms or (ii) the Effective Time.

Proxy. (a) Stockholder by this Agreement does Each Securityholder hereby constitute and appoint SunTrust, or any nominee of SunTrust, with full power of substitutionagrees that, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities term of Stockholder as Stockholder’s proxythis Agreement, at every any meeting of the stockholders of Company’s stockholders or any adjournment thereof (or, as applicablehowever called, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, and in any action by written consent of the stockholders of Company, to (i) for vote all of the shares of Company Common Stock then owned by such Securityholder in favor of the adoption and approval of the Merger Agreement and as in effect on the date hereof (as such agreement may be amended (A) as contemplated by Section 8.3 of the Merger Agreement or (B) with the consent of such Securityholder) and each of the other transactions contemplated thereby and any action required in each case as amended from time to time)furtherance thereof, (ii) vote such shares against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of Company under the Merger Agreement, and (iii) vote such shares against any Acquisition Proposal or any other action or agreement that, directly or indirectly, is inconsistent with or that would, or is reasonably likely to, directly or indirectly, impede, interfere with or attempt to discourage the Merger or any other transaction contemplated by the Merger Agreement, including but not limited to (I) any extraordinary corporate transaction (other than the MergerMerger on the terms set forth in the Merger Agreement), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalizationrecapitalization or liquidation involving Company or any of its Subsidiaries, liquidation, (II) a sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries Subsidiaries, (other than pursuant to the MergerIII) or any other change redemption of control involving the securities of Company or any of its subsidiariesSubsidiaries, includingor (IV) any material change in Company's capitalization, but not limited tocorporate structure or business; provided, any Alternative Transactionhowever, unless SunTrust determines to vote or consent in favor that, if a Representative of such actionSecurityholder is a director of Company, and (iii) against any other action or agreement that would result nothing herein shall be construed to obligate such Representative to act in such Representative's capacity as a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result director in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of manner which conflicts with such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting Person's fiduciary duties as a fiduciary for Stockholderdirector of Company. (b) For purposes In furtherance of the foregoing, (i) each Securityholder hereby appoints Childs and the proper officers of Childs and its general partners, and each of them, with full power of substitution in the premises, its proxies to vote all such Securityholder's shares of Company Common Stock now or hereafter owned beneficially or of record by such Securityholder at any meeting, general or special, of the stockholders of Company, and to execute one or more written consents or other instruments from time to time in order to take such action without the necessity of a meeting of the stockholders of Company, in accordance with the provisions of the preceding paragraph and (ii) Childs hereby agrees to vote such shares or execute written consents or other instruments in accordance with the provisions of the preceding paragraph. (c) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, “Proxy Term” means shall be deemed to be coupled with an interest and shall revoke all prior proxies granted by such Securityholder. Such Securityholder shall not grant any proxy to any person which conflicts with the period from proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the execution disability or incompetence of this Agreement until the Termination Datesuch Securityholder.

Proxy. (a) Stockholder Each Shareholder, by this Agreement does Agreement, hereby constitute constitutes and appoint SunTrust, or any nominee of SunTrustappoints REIT, with full power of substitution, during and for the Proxy Term, as Stockholder’s such Shareholder s true and lawful attorney and irrevocable proxy, for and in Stockholder’s such Shareholder s name, place and stead, to vote the Securities each of Stockholder such Shares owned by such Shareholder as Stockholder’s Shareholder s proxy, at every meeting of the Company’s stockholders shareholders of the Company or any adjournment thereof (or, as applicable, to instruct and direct or in connection with any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting written consent of the Company’s stockholders or any adjournment thereofCompany s shareholders, (i( i ) for in favor of the adoption of the Merger Agreement and approval of the Merger Agreement and the other transactions contemplated by the Merger (in each case as amended from time to time)Agreement, (ii) against (x) any extraordinary corporate transaction Company Takeover Proposal (other than which term as used in this Agreement shall have the Mergermeaning as defined in the Merger Agreement), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or and any of its subsidiaries (other than pursuant to the Merger) or proposal for any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement or which is reasonably likely to result in any of the conditions of the Company s obligations under the Merger Agreement not being fulfilledfulfilled and (y) any change in the directors of the Company, unless SunTrust determines any change in the present capitalization of the Company or any amendment to vote the Company s articles of organization or consent bylaws, any other material change in favor of such actionthe Company s corporate structure or business, or any other action which in the case of each clauses of the matters referred to in this clause (i)y) could reasonably be expected to impede, (ii) interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Merger Agreement or the likelihood of such transactions being consummated, and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any annual, special or other such meeting (or at any adjournment thereof) of shareholders or in such consent, and in connection with therewith to execute any action documents which are necessary or consent of appropriate in order to effectuate the stockholders of foregoing, including the Company, in lieu of a meeting ability for REIT or otherwiseits nominees to vote such Shares directly. Stockholder Each Shareholder intends this intends the foregoing proxy to be be, and it shall be, irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy proxies previously granted by Stockholder such Shareholder with respect to its Securities. Stockholder acknowledges that, pursuant the Shares to the authority hereby granted under extent inconsistent with the irrevocable foregoing proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder. (b) Each Shareholder hereby further agrees, with respect to any Shares not voted pursuant to paragraph (a) above, including without limitation any Shares owned beneficially but not of record by such Shareholder, that during the Proxy Term, at every meeting of the shareholders of the Company or any adjournment thereof or in connection with any written consent of the Company s shareholders, such Shareholder shall vote (or cause to be voted) all Shares whether or not owned of record or beneficially by such Shareholder except as specifically requested in writing by REIT in advance, ( i ) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against (x) any Company Takeover Proposal and any proposal for any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which is reasonably likely to result in any of the conditions of the Company s obligations under the Merger Agreement not being fulfilled or (y) any change in the directors of the Company, any change in the present capitalization of the Company or any amendment to the Company s certificate of incorporation or bylaws, any other material change in the Company s corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (y) could reasonably be expected to, impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Merger Agreement or the likelihood of such transactions being consummated, and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of shareholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing. (c) For the purposes of this Agreement, “Proxy Term” Term means the period from the execution of this Agreement date hereof until the Termination Dateearlier of ( i ) twelve (12) months after the termination of the Merger Agreement (provided, however, that after the termination of the Merger Agreement Sections 3.2(a) and 3.2(b) hereof shall apply only to an aggregate number of Shares equal to ten percent of the number of shares of the Company Stock outstanding from time to time, and the parties hereto shall agree in writing which Shares shall no longer be subject to the provisions of such Sections) and (ii) the Effective Time.

Proxy. Each Stockholder hereby agrees and Corporate Advisors agrees with respect to the CP Shares that, at any meeting of the stockholders of the Company, however called, including any Stockholders' Meeting, and at every adjournment thereof, and in any action by written consent of the stockholders of the Company, to (a) Stockholder by this Agreement does hereby constitute and appoint SunTrust, or any nominee of SunTrust, with full power of substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities of Stockholder as Stockholder’s proxy, at every meeting all of the Company’s stockholders or any adjournment thereof (orshares of Company Capital Stock then owned by such Stockholder of the CP Shares, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting in favor of the Company’s stockholders or any adjournment thereof, (i) for the adoption and approval of the Merger Agreement and as in effect on the date hereof (as such agreement may be amended (1) as contemplated by Section 7.16(b) of the Merger Agreement or (2) with the consent of such Stockholder or Corporate Advisors, as the case may be) and each of the other transactions contemplated thereby and any action required in each case as amended from time to time)furtherance thereof, (iib) vote such shares in favor of adoption of the Charter Amendment, (c) vote such shares against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement, and (d) vote such shares against any Acquisition Proposal or any other action or agreement that, directly or indirectly, is inconsistent with or that would, or is reasonably likely to, directly or indirectly, impede, interfere with or attempt to discourage the Merger or any other transaction contemplated by the Merger Agreement, including, but not limited to (i) any extraordinary corporate transaction (other than the MergerMerger on the terms set forth in the Merger Agreement), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalizationrecapitalization or liquidation involving the Company or any of its Subsidiaries, liquidation, (ii) a sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) Subsidiaries, or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action material change in the Company's corporate structure or agreement that would result in business; provided, however, that, if such Stockholder or any representative of Corporate Advisors is a breach of any representation, warranty, covenant or agreement member of the Company contained Board of Directors of the Company, nothing herein shall be construed to obligate such Stockholder or representative to act in such Stockholder's or representative's capacity as a director in any manner which may conflict with such Person's fiduciary duties as a director of the Company. In furtherance of the foregoing, (i) each Stockholder hereby appoints Acquiror and the proper officers of Acquiror, and each of them, with full power of substitution in the Merger Agreement premises, its proxies to vote all such Stockholder's shares of Company Capital Stock at any meeting, general or that would result in any special, of the conditions to the obligations stockholders of the Company under the Merger Agreement not being fulfilledCompany, unless SunTrust determines and to vote execute one or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special more written consents or other instruments from time to time in order to take such action without the necessity of a meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu accordance with the provisions of a meeting the preceding paragraph and (ii) Acquiror hereby agrees to vote such shares or otherwiseexecute written consents or other instruments in accordance with the provisions of the preceding paragraph. Stockholder intends The proxy and power of attorney granted herein shall be irrevocable during the term of this proxy Agreement, shall be deemed to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes shall revoke all prior proxies granted by such Stockholder. Such Stockholder shall not grant any proxy previously to any person which conflicts with the proxy granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interestsherein, and SunTrust any attempt to do so shall be void. The power of attorney granted herein is not acting as a fiduciary for durable power of attorney and shall survive the disability or incompetence of such Stockholder. (b) For purposes of this Agreement, “Proxy Term” means the period from the execution of this Agreement until the Termination Date.

Proxy. (a) Stockholder by this Agreement does Each Securityholder hereby constitute and appoint SunTrust, or any nominee of SunTrust, with full power of substitutionagrees that, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities ----- term of Stockholder as Stockholder’s proxythis Agreement, at every any meeting of the stockholders of Company’s stockholders or any adjournment thereof (or, as applicablehowever called, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, and in any action by written consent of the stockholders of Company, to (i) for vote all of the shares of Company Common Stock then owned by such Securityholder in favor of the adoption and approval of the Merger Agreement and as in effect on the date hereof (as the Merger Agreement may be amended (A) as contemplated by Section 10.3 of the Merger Agreement or (B) with the consent of such Securityholder) and each of the other transactions contemplated thereby and any action required in each case as amended from time to time)furtherance thereof, (ii) vote such shares against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of Company under the Merger Agreement, and (iii) vote such shares against any Acquisition Proposal, Alternative Transaction or any other action or agreement that, directly or indirectly, is inconsistent with or that would, or is reasonably likely to, directly or indirectly, impede, interfere with or attempt to discourage the Offer or the Merger or any other transaction contemplated by the Merger Agreement, including but not limited to (I) any extraordinary corporate transaction (other than the MergerOffer and the Merger on the terms set forth in the Merger Agreement), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalizationrecapitalization or liquidation involving Company or any of its Subsidiaries, liquidation, (II) a sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries Subsidiaries, (other than pursuant to the MergerIII) or any other change redemption of control involving the securities of Company or any of its subsidiariesSubsidiaries, includingor (IV) any material change in Company's capitalization, but not limited tocorporate structure or business; provided, any Alternative Transactionhowever, unless SunTrust determines -------- ------- that, if such Securityholder is a director or officer of Company, nothing herein shall be construed to vote obligate such Securityholder to act, in such Securityholder's capacity as a director or consent in favor of such actionofficer, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of manner which conflicts with such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting Person's fiduciary duties as a fiduciary for Stockholderdirector or officer of Company. (b) For purposes In furtherance of the foregoing, (i) each Securityholder hereby appoints Acquiror Parent and the officer of Acquiror Parent, and each of them, with full power or substitution in the premises, its proxies to vote all such Securityholder's shares of Company Common Stock now or hereafter owned beneficially or of record by such Securityholder at any meeting, general or special, of the stockholders of Company, and to execute one or more written consents or other instruments from time to time in order to take such action without the necessity of a meeting of the stockholders of Company, in accordance with the provisions of the preceding paragraph and (ii) Acquiror Parent hereby agrees to vote such shares or execute written consents or other instruments in accordance with the provisions of the preceding paragraph. (c) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, “Proxy Term” means shall be deemed to be coupled with an interest and shall revoke all prior proxies granted by such Securityholder. Such Securityholder shall not grant any proxy to any person which conflicts with the period from proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the execution disability or incompetence of this Agreement until the Termination Datesuch Securityholder.

Proxy. (a) By way of execution and delivery of this Agreement, the Stockholder by this Agreement does hereby constitute appoints and appoint SunTrustconstitutes ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, or any nominee Assistant Secretary of SunTrustthe Company, as its attorney and proxy with full power of substitutionsubstitution and resubstitution, during to the full extent of the Stockholder’s voting rights with respect to the Subject Securities. Upon the execution of this Agreement, all prior proxies given by the Stockholder with respect to any of the Subject Securities shall be deemed revoked, and the Stockholder agrees that no subsequent proxies will be given with respect to any of the Subject Securities. (b) This proxy is irrevocable and is coupled with an interest. This proxy will be irrevocable for the Proxy Termterm hereof and will terminate (i) on the Voting Covenant Expiration Date, as Stockholder’s true and lawful (ii) with respect to Unrestricted Shares, upon the date of Transfer of the Subject Securities to an Unrestricted Transferee. (c) Until the termination of this proxy pursuant to Section 3.2(b), the attorney and irrevocable proxy named above will be empowered, and may exercise this proxy, for and in Stockholder’s name, place and stead, to vote the Subject Securities of Stockholder as Stockholder’s proxyother than Unrestricted Shares at the Stockholders’ Meeting, at every meeting of the Company’s stockholders however called, or any adjournment thereof or postponement thereof, and in connection with any written action by consent of stockholders of the Company (orif then permitted): (i) in favor of approval of the issuance of all Company Common Stock issuable upon conversion of the Convertible Secured Notes; and in favor of any action recommended by the Board of Directors in furtherance of any of the foregoing; and (ii) against any action or agreement that the Company has advised the Stockholder in writing in advance would impair the ability of the Company to issue shares of Company Common Stock upon conversion of the Convertible Secured Notes or that would otherwise be inconsistent with, as applicableprevent, impede or delay the ability of the Company to instruct issue shares of Company Common Stock upon conversion of the Convertible Secured Notes. (d) The Stockholder may vote the Subject Securities on all other matters not referred to in this proxy, and direct any holder of record of such Securities to vote such Securities) or execute its the attorneys and proxies named above may not exercise this proxy with respect to such Securities at every meeting other matters, provided that this does not have the effect or intent of frustrating clause (c) above. (e) This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the Company’s stockholders Stockholder and will survive the merger or any adjournment thereof, (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach reorganization of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder. (bf) For purposes of this Agreement, “Proxy Term” means the period from the execution The Stockholder shall not be liable for any breach of this Agreement until arising out of any exercise by the Termination DateCompany of the proxy granted to the Company pursuant to this Section 3.2.

Proxy. (a) Each Signatory Stockholder by this Agreement does hereby constitute revokes any and appoint SunTrustall prior proxies or powers of attorney in respect of any of such Signatory Stockholder's Subject Shares and constitutes and appoints the Buyer, or any nominee of SunTrustthe Buyer (provided that in the event the Buyer or its nominee fails to exercise the Proxy (as defined below), with full Stephen P. Jeffery is hereby automatically appointed as the substitute t▇▇▇▇▇▇▇), ▇▇▇▇ ▇▇▇l power of substitutionsubstitution and resubstitution, at any time during and for the Proxy Term, as Stockholder’s its true and lawful attorney and irrevocable proxyproxy (its "Proxy"), for and in Stockholder’s its name, place and stead, to demand that the Secretary of the Company call a special meeting of the Stockholders of the Company for the purpose of considering any matter referred to in Section 1.1 and to vote the Securities each of Stockholder such Subject Shares as Stockholder’s proxyits Proxy, at every annual, special, adjourned or postponed meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting Signatory Stockholders of the Company’s stockholders , including the right to sign its name (as Signatory Stockholder) to any consent, certificate or any adjournment thereof, (i) for other document relating to the adoption and approval Company that the general corporation law of the Merger state of Delaware may permit or require, in favor of the approval of, and the transactions contemplated by, the Asset Agreement and the Merger IP Purchase Agreement (in each case as amended from time to time); provided, (ii) against any extraordinary corporate transaction (other than however, that the Merger)proxy granted in this Section 1.3 shall terminate and be of no further force or effect in the event that the Company's Board of Directors determines in its good faith judgment, such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of after taking into consideration the assets or securities of the Company or any written advice of its subsidiaries (other than pursuant outside legal counsel, that it is required in order for its members to the Merger) or any other change of control involving the Company or any of comply with their fiduciary duties under applicable law to withdraw its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines recommendation to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the its stockholders of the Companyapproval of the transactions contemplated by the Asset Agreement and the IP Purchase Agreement, in lieu of a meeting or otherwise. Stockholder intends this proxy approve or recommend or cause the Company to be irrevocable and coupled with enter into an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder agreement with respect to its Securitiesa Superior Proposal (as defined in the Asset Agreement). Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for StockholderTHE FOREGOING PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST THROUGHOUT THE TERM. (b) For purposes of this Agreement, “Proxy Term” means the period from the execution of this Agreement until the Termination Date.

Proxy. (a) Each Stockholder by this Agreement does hereby constitute and appoint SunTrustAcquiror, or any nominee of SunTrustAcquiror, with full power of substitution, during and for the Proxy TermTerm (as hereinafter defined), as such Stockholder’s true and lawful attorney and irrevocable proxy, for and in such Stockholder’s name, place and stead, to vote the Securities of Stockholder Shares as such Stockholder’s proxy, at every meeting of the Company’s stockholders of C▇▇▇▇, however called, and at every adjournment or postponement thereof, or in connection with any adjournment thereof (orwritten consent of the stockholders of C▇▇▇▇, as applicable, relating to instruct and direct any holder proposed action by the Stockholders of record of such Securities to vote such Securities) or execute its proxy C▇▇▇▇ with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, foregoing matters: (i) for the adoption and in favor of approval of the Merger Agreement and each of the Merger (in each case as amended from time to time)other transactions contemplated thereby, (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement submitted for approval of the stockholders of C▇▇▇▇ that would reasonably be expected to result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company C▇▇▇▇ contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilledStockholders contained in this Agreement, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at against any annualaction, special agreement or other meeting (or at any adjournment thereof) or in connection with any action or consent of transaction submitted for approval to the stockholders of C▇▇▇▇ that would reasonably be expected to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the Companytimely consummation of the Offer or the Merger; and (iv) against any other action, in lieu agreement or transaction submitted for approval to the stockholders of a meeting or otherwiseC▇▇▇▇ that would constitute an Acquisition Proposal. Each Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by such Stockholder with respect to its Securitiesthe Shares. Each Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust Acquiror may vote Stockholder’s vote, in accordance with the terms of this Agreement, the Shares in furtherance of its own interests, and SunTrust Acquiror is not acting as a fiduciary for any Stockholder. (b) For purposes of this Agreement, “Proxy Term” means the period from the execution of this Agreement until the Termination Datetermination of this Agreement in accordance with the terms of Section 4.1 hereof. (c) Each Stockholder agrees that the irrevocable proxy set forth in this Section 1.3 shall not be terminated by any act of the Stockholder or by operation of law, whether by the death or incapacity of the Stockholder or by the occurrence of any other event or events, other than by termination of this Agreement in accordance with the terms of Section 4.1 hereof. If prior to the termination of this Agreement, any Stockholder should die or become incapacitated, certificates representing the Shares shall be delivered by or on behalf of such Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by Acquiror hereunder shall be as valid as if such death or incapacity had not occurred, regardless of whether or not Acquiror has received notice of such death or incapacity.

Proxy. (a) As further security for the Stockholder's obligations under paragraph 1, the Stockholder by this Agreement does hereby constitute (i) revokes any previous proxies relating to the Shares and appoint SunTrust(ii) irrevocably appoints, or any nominee ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chairman, Chief Executive Officer and President of SunTrustthe Target, ▇▇▇ ▇▇▇▇▇▇▇, Senior Vice President and Chief Operating Officer of the Target, and ▇▇▇▇▇ ▇▇▇▇▇▇▇, General Counsel and Vice President, Strategic Alliances of the Target, and each of them, attorneys and proxies, with full power of substitutionsubstitution in each of them, during of the Stockholder to (w) attend any and all meetings (and at all adjournments, continuations or postponements, thereof) (the "Meeting(s)") of the stockholders of Acquiror at which the Merger is presented for approval of such stockholders, (x) represent the Proxy TermStockholder at any such Meeting(s), (y) vote the Shares in favor of the Merger on the terms set forth in the Agreement as Stockholder’s true executed (with such changes as are not material to the rights of the Stockholder in the Merger) at any such Meeting(s) and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities Shares in favor of Stockholder as Stockholder’s proxyother matters in connection therewith, at every meeting of the Company’s stockholders or any adjournment thereof and (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securitiesz) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, (i) otherwise act for the adoption Stockholder in the same manner and with the same effect as if the Stockholder were personally present at such Meeting(s) and voting the Shares or personally acting on any matters in connection with the Merger submitted to the stockholders of Acquiror for approval or consent (including executing waivers and consents in connection with the Merger). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby agree that they shall vote the Shares at any such Meeting(s) in favor of the Merger on the terms set forth in the Agreement and as executed (with such changes as are not material to the Merger (rights of the Stockholder in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges thatother matters in connection therewith, pursuant provided, however, that the Target's conditions to closing set forth in the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for StockholderAgreement have been satisfied. (b) For purposes The Stockholder authorizes such proxies to substitute any other person or persons to act hereunder, to revoke any such substitution and to file this proxy and any such substitution or revocation with the Secretary of this Agreement, “Proxy Term” means the period from the execution of this Agreement until the Termination DateAcquiror. (c) THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST AND SHALL TERMINATE ON THE EARLIER OF THE EFFECTIVE TIME OR THE TERMINATION OF THE AGREEMENT PURSUANT TO THE TERMS THEREOF.

Proxy. (a) Stockholder Each Shareholder, by this Agreement does Agreement, hereby constitute constitutes and appoint SunTrust, or any nominee of SunTrustappoints REIT, with full power of substitution, during and for the Proxy Term, as Stockholder’s such Shareholder's true and lawful attorney and irrevocable proxy, for and in Stockholder’s such Shareholder's name, place and stead, to vote the Securities each of Stockholder such Shares owned by such Shareholder as Stockholder’s Shareholder's proxy, at every meeting of the Company’s stockholders shareholders of the Company or any adjournment thereof (or, as applicable, to instruct and direct or in connection with any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting written consent of the Company’s stockholders or any adjournment thereof's shareholders, (i) for in favor of the adoption of the Merger Agreement and approval of the Merger Agreement and the other transactions contemplated by the Merger (in each case as amended from time to time)Agreement, (ii) against (x) any extraordinary corporate transaction Company Takeover Proposal (other than which term as used in this Agreement shall have the Mergermeaning as defined in the Merger Agreement), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or and any of its subsidiaries (other than pursuant to the Merger) or proposal for any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement or which is reasonably likely to result in any of the conditions of the Company's obligations under the Merger Agreement not being fulfilledfulfilled and (y) any change in the directors of the Company, unless SunTrust determines any change in the present capitalization of the Company or any amendment to vote the Company's articles of organization or consent bylaws, any other material change in favor of such actionthe Company's corporate structure or business, or any other action which in the case of each clauses of the matters referred to in this clause (i)y) could reasonably be expected to impede, (ii) interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Merger Agreement or the likelihood of such transactions being consummated, and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any annual, special or other such meeting (or at any adjournment thereof) of shareholders or in such consent, and in connection with therewith to execute any action documents which are necessary or consent of appropriate in order to effectuate the stockholders of foregoing, including the Company, in lieu of a meeting ability for REIT or otherwiseits nominees to vote such Shares directly. Stockholder Each Shareholder intends this the foregoing proxy to be be, and it shall be, irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy proxies previously granted by Stockholder such Shareholder with respect to its Securities. Stockholder acknowledges that, pursuant the Shares to the authority hereby granted under extent inconsistent with the irrevocable foregoing proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder. (b) For purposes of this Agreement, “Proxy Term” means the period from the execution of this Agreement until the Termination Date.

Proxy. (a) Pursuant to this Agreement, the Stockholder by this Agreement does hereby constitute and appoint SunTrustParent, or any nominee of SunTrustParent, with full power of substitution, during and for the Proxy TermTerm (as hereinafter defined), as the Stockholder’s 's true and lawful attorney and irrevocable proxy, for and in the Stockholder’s 's name, place and stead, to vote the Securities of Stockholder Shares as the Stockholder’s 's proxy, at every meeting of the stockholders of the Company’s , however called, and at every adjournment or postponement thereof, or in connection with any written consent of the stockholders or of the Company, relating to any adjournment thereof (or, as applicable, to instruct and direct any holder proposed action by the stockholders of record of such Securities to vote such Securities) or execute its proxy the Company with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, foregoing matters: (i) for the adoption and in favor of approval of the Merger Agreement and each of the other transactions contemplated thereby and any other matter that is required to facilitate the consummation of the transactions contemplated by the Merger (in each case as amended from time to time)Agreement, (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would reasonably be expected to result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilledStockholder contained in this Agreement, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at against any annualaction, special agreement or other meeting (transaction that would reasonably be expected to materially impede, interfere or at any adjournment thereof) be inconsistent with, delay, postpone, discourage or in connection with any action or consent materially and adversely affect the timely consummation of the stockholders of Offer or the CompanyMerger, in lieu of and (iv) against any other action, agreement or transaction related to a meeting or otherwiseCompeting Proposal. The Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by the Stockholder with respect to its Securitiesthe Shares. The Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust Parent may vote Stockholder’s vote, in accordance with the terms of this Agreement, the Shares in furtherance of its own interests, and SunTrust Parent is not acting as a fiduciary for the Stockholder. (b) For purposes of this Agreement, “"Proxy Term” " means the period from the execution of this Agreement until the Termination Datetermination of this Agreement in accordance with the terms of Section 4.1 hereof. (c) The Stockholder agrees that the irrevocable proxy set forth in this Section 1.3 shall not be terminated by any act of the Stockholder or by operation of law.

Proxy. (a) Stockholder Each Shareholder, by this Agreement does Agreement, hereby constitute constitutes and appoint SunTrust, or any nominee of SunTrustappoints REIT, with full power of substitution, during and for the Proxy Term, as Stockholder’s such Shareholder's true and lawful attorney and irrevocable proxy, for and in Stockholder’s such Shareholder's name, place and stead, to vote the Securities each of Stockholder such Shares owned by such Shareholder as Stockholder’s Shareholder's proxy, at every meeting of the Company’s stockholders shareholders of the Company or any adjournment thereof (or, as applicable, to instruct and direct or in connection with any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting written consent of the Company’s stockholders or any adjournment thereof's shareholders, (i) for in favor of the adoption of the Merger Agreement and approval of the Merger Agreement and the other transactions contemplated by the Merger (in each case as amended from time to time)Agreement, (ii) against (x) any extraordinary corporate transaction Company Takeover Proposal (other than which term as used in this Agreement shall have the Mergermeaning as defined in the Merger Agreement), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or and any of its subsidiaries (other than pursuant to the Merger) or proposal for any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement or which is reasonably likely to result in any of the conditions of the Company's obligations under the Merger Agreement not being fulfilledfulfilled and (y) any change in the directors of the Company, unless SunTrust determines any change in the present capitalization of the Company or any amendment to vote the Company's articles of organization or consent bylaws, any other material change in favor of such actionthe Company's corporate structure or business, or any other action which in the case of each clauses of the matters referred to in this clause (i)y) could reasonably be expected to impede, (ii) interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Merger Agreement or the likelihood of such transactions being consummated, and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any annual, special or other such meeting (or at any adjournment thereof) of shareholders or in such consent, and in connection with therewith to execute any action documents which are necessary or consent of appropriate in order to effectuate the stockholders of foregoing, including the Company, in lieu of a meeting ability for REIT or otherwiseits nominees to vote such Shares directly. Stockholder Each Shareholder intends this the foregoing proxy to be be, and it shall be, irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy proxies previously granted by Stockholder such Shareholder with respect to its Securities. Stockholder acknowledges that, pursuant the Shares to the authority hereby granted under extent inconsistent with the irrevocable foregoing proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder. (b) Each Shareholder hereby further agrees, with respect to any Shares not voted pursuant to paragraph (a) above, including without limitation any Shares owned beneficially but not of record by such Shareholder, that during the Proxy Term, at every meeting of the shareholders of the Company or any adjournment thereof or in connection with any written consent of the Company's shareholders, such Shareholder shall vote (or cause to be voted) all Shares whether or not owned of record or beneficially by such Shareholder except as specifically requested in writing by REIT in advance, (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against (x) any Company Takeover Proposal and any proposal for any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which is reasonably likely to result in any of the conditions of the Company's obligations under the Merger Agreement not being fulfilled or (y) any change in the directors of the Company, any change in the present capitalization of the Company or any amendment to the Company's certificate of incorporation or bylaws, any other material change in the Company's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (y) could reasonably be expected to, impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Merger Agreement or the likelihood of such transactions being consummated, and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of shareholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing. (c) For the purposes of this Agreement, “"Proxy Term” " means the period from the execution of this Agreement date hereof until the Termination Dateearlier of (i) twelve (12) months after the termination of the Merger Agreement (provided, however, that after the termination of the Merger Agreement Sections 3.2(a) and 3.2(b) hereof shall apply only to an aggregate number of Shares equal to ten percent of the number of shares of the Company Stock outstanding from time to time, and the parties hereto shall agree in writing which Shares shall no longer be subject to the provisions of such Sections) and (ii) the Effective Time.

Proxy. Each Shareholder hereby irrevocably appoints Parent and Sub (a) Stockholder by this Agreement does hereby constitute and appoint SunTrust, or any nominee of SunTrusteither Parent or Sub) and each of them, with full power of substitution and re-substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities of Stockholder as Stockholder’s proxy, at every meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, (i) as proxies for such Shareholder to vote all of his Shares for and in the adoption name, place, and stead of such Shareholder at any meeting of the holders of Common Stock or any adjournments or postponements thereof or pursuant to any consent in lieu of a meeting, or otherwise, with respect only to the approval of this Agreement, the Merger Agreement, the Offer, the transactions contemplated by the Merger Agreement, any matters related to or in connection with the Merger and any corporate action, the consummation of which would violate, frustrate the purposes of, prevent or delay the consummation of the transactions contemplated by the Merger Agreement and (including, without limitation, any proposal to amend the Merger (in each case as amended from time to time), (ii) against Articles of Incorporation or By-laws of the Company or approve any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combinationsale or purchase of any assets, tender issuance of Common Stock or exchange offerany other equity security of the Company (or a security convertible into an equity security of the Company), reorganization, recapitalization, liquidation, sale winding up of or transfer of a material amount of the assets or securities of by the Company or any of its subsidiaries (other than pursuant to the Mergersimilar transaction) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iiiii) against any as his true and lawful attorneys-in-fact to execute one or more consents or other action or agreement that would result instruments from time to time in order to take such actions informally without notice of a breach of any representation, warranty, covenant or agreement meeting of the Company contained shareholders of the Company; provided, however, that in the event that the Unaffiliated Directors (as defined in the Merger Agreement Agreement) (or that would result in any committee designated thereby) shall withdraw, or propose publicly to withdraw, the approval or recommendation by such Unaffiliated Directors or such committee of the conditions to the obligations of the Company under Offer, the Merger or Merger Agreement not being fulfilled, unless SunTrust determines to vote (or consent in favor of such action, in the case of each clauses (iany transaction contemplated thereby), such appointment of Parent and Sub as proxies shall become immediately revocable. Each Shareholder agrees that the foregoing proxy and power-of-attorney granted to Parent and Sub (iiand their respective nominees) in this subsection shall be irrevocable during the term of this Agreement and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy shall be deemed to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes interest. Each Shareholder represents that any proxy previously granted by Stockholder with proxies heretofore given in respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s of his Shares in furtherance of its own interestsare not irrevocable, and SunTrust is not acting as a fiduciary for Stockholderthat such proxies are hereby revoked. (b) For purposes of this Agreement, “Proxy Term” means the period from the execution of this Agreement until the Termination Date.

Proxy. (a) Stockholder by this Agreement does Each of the Management Shareholders hereby constitute irrevocably appoints Millers and appoint SunTrust, or any nominee Merger Sub and each of SunTrustthem, with full power of substitutionsubstitution and resubstitution (or any other designees of Millers), during and as proxies for the Proxy TermManagement Shareholder to vote, as Stockholder’s true and lawful attorney and irrevocable proxythe Management Shareholder personally agrees to vote, all Shares that the Management Shareholder is entitled to vote, for and in Stockholder’s the name, place place, and stead, to vote stead of the Securities of Stockholder as Stockholder’s proxy, Management Shareholder at every any meeting of the Company’s stockholders holders of shares of Common Stock or any adjournment adjournments or postponements thereof (oror pursuant to any consent in lieu of a meeting, as applicableor otherwise, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect only to such Securities at every meeting the approval of this Agreement, the transactions contemplated by this Agreement, any matters related to or in connection with the Merger, and any corporate action the consummation of which would violate, frustrate the purposes of, prevent, or delay the consummation of the Company’s stockholders transactions contemplated by this Agreement (including, without limitation, any proposal to amend the Articles of Incorporation or any adjournment thereof, (i) for the adoption and approval bylaws of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against Company or approve any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combinationsale or purchase of any assets, tender issuance of Common Stock or exchange offerany other equity security of the Company (or a security convertible into an equity security of the Company), reorganization, recapitalization, liquidation, sale winding up of or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of by the Company, in lieu of a meeting or otherwiseany similar transaction). Stockholder intends this The Management Shareholders agree that the foregoing proxy to be irrevocable and is coupled with an interest during the Proxy Term and hereby revokes sufficient in law to support an irrevocable proxy. This proxy shall revoke any other proxy previously granted by Stockholder any Management Shareholder at any time with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholderno subsequent proxies will be given with respect thereto by any Management Shareholder. (b) For purposes of this Agreement, “Proxy Term” means the period from the execution of this Agreement until the Termination Date.

Proxy. In furtherance of the Shareholders’ agreement in Section 1(a), but subject to the following sentence, each Shareholder hereby appoints HFN Trust Company 2010 Ltd. as such Shareholder’s proxy and attorney-in-fact (a) Stockholder by this Agreement does hereby constitute and appoint SunTrust, or any nominee of SunTrust, with full power of substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy), for and in Stockholder’s the name, place and steadstead of such Shareholder, to vote all of such Shareholder’s Shareholder Shares (at the Securities of Stockholder as Stockholder’s proxy, at every Company General Meeting and any other meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting shareholders of the Company’s stockholders Company however called or any adjournment thereof), or to execute one or more written consents in respect of such Shareholder Shares, (i) for in favor of the adoption and approval of the Merger Agreement and the approval of the Merger (in each case as amended from time to time)and the other transactions contemplated by the Merger Agreement, (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement (including, without limitation, any amendment of any agreement) that would result in a breach of any representation, warranty, covenant covenant, agreement or agreement other obligation of the Company contained in the Merger Agreement Agreement, (iii) against any Acquisition Proposal or Acquisition Transaction that would result in is the subject of an Acquisition Proposal and (iv) against any agreement (including, without limitation, any amendment of any agreement), amendment of the conditions to the obligations memorandum of association or articles of association of the Company or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay or postpone the consummation of the Merger or the other transactions contemplated by the Merger Agreement; provided, however, that such Shareholder’s grant of the proxy contemplated in this Section 1(b) shall be effective if, and only if, such Shareholder has not delivered to the Secretary or General Counsel of the Company at least ten (10) Business Days prior to the date of such Company General Meeting a duly executed proxy card previously approved by Parent voting such Shareholder’s Shareholder Shares in the manner specified in Section 1(a) or in the event such proxy card has been thereafter modified or revoked or otherwise fails to evidence such Shareholder’s compliance with its obligations under Section 1(a) in form and substance reasonably acceptable to Parent. Such proxy, if granted as provided in this Section 1(b), shall (A) be valid and irrevocable until the termination of this Agreement in accordance with Section 3 and (B) automatically terminate upon the termination of this Agreement in accordance with Section 3. Each Shareholder represents that any and all other proxies heretofore given in respect of the Shareholder Shares are revocable, and that such other proxies have been revoked. Each Shareholder affirms that, if granted by it as provided in this Section 1(b), the foregoing proxy will be: (x) given (i) in connection with the execution of the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), and (ii) and to secure the performance of such Shareholder’s duties under this Agreement, (iiiy) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect may not be revoked except as otherwise provided in this Agreement and (z) intended to its Securities. Stockholder acknowledges that, pursuant be irrevocable prior to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder. (b) For purposes termination of this Agreement. All authority herein conferred shall survive the death or incapacity of a Shareholder and shall be binding upon the heirs, “Proxy Term” means the period from the execution estate, administrators, personal representatives, successors and assigns of this Agreement until the Termination Datesuch Shareholder.

Proxy. Each Stockholder hereby agrees and Corporate Advisors agrees ----- with respect to the CP Shares that, at any meeting of the stockholders of the Company, however called, including any Stockholders' Meeting, and at every adjournment thereof, and in any action by written consent of the stockholders of the Company, to (a) Stockholder by this Agreement does hereby constitute and appoint SunTrust, or any nominee of SunTrust, with full power of substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities of Stockholder as Stockholder’s proxy, at every meeting all of the Company’s stockholders shares of Company Capital Stock then owned by such Stockholder or any adjournment thereof (orthe CP Shares, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting in favor of the Company’s stockholders or any adjournment thereof, (i) for the adoption and approval of the Merger Agreement and as in effect on the date hereof (as such agreement may be amended (1) as contemplated by Section 7.16(b) of the Merger Agreement or (2) with the consent of such Stockholder or Corporate Advisors, as the case may be) and each of the other transactions contemplated thereby and any action required in each case as amended from time to time)furtherance thereof, (iib) vote such shares in favor of adoption of the Charter Amendment, (c) vote such shares against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement, and (d) vote such shares against any Acquisition Proposal or any other action or agreement that, directly or indirectly, is inconsistent with or that would, or is reasonably likely to, directly or indirectly, impede, interfere with or attempt to discourage the Merger or any other transaction contemplated by the Merger Agreement, including, but not limited to (i) any extraordinary corporate transaction (other than the MergerMerger on the terms set forth in the Merger Agreement), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalizationrecapitalization or liquidation involving the Company or any of its Subsidiaries, liquidation, (ii) a sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) Subsidiaries, or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action material change in the Company's corporate structure or agreement that would result in business; provided, however, that, if such -------- ------- Stockholder or any representative of Corporate Advisors is a breach of any representation, warranty, covenant or agreement member of the Company contained Board of Directors of the Company, nothing herein shall be construed to obligate such Stockholder or representative to act in such Stockholder's or representative's capacity as a director in any manner which may conflict with such Person's fiduciary duties as a director of the Company. In furtherance of the foregoing, (i) each Stockholder hereby appoints Acquiror and the proper officers of Acquiror, and each of them, with full power of substitution in the Merger Agreement premises, its proxies to vote all such Stockholder's shares of Company Capital Stock at any meeting, general or that would result in any special, of the conditions to the obligations stockholders of the Company under the Merger Agreement not being fulfilledCompany, unless SunTrust determines and to vote execute one or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special more written consents or other instruments from time to time in order to take such action without the necessity of a meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu accordance with the provisions of a meeting the preceding paragraph and (ii) Acquiror hereby agrees to vote such shares or otherwiseexecute written consents or other instruments in accordance with the provisions of the preceding paragraph. Stockholder intends The proxy and power of attorney granted herein shall be irrevocable during the term of this proxy Agreement, shall be deemed to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes shall revoke all prior proxies granted by such Stockholder. Such Stockholder shall not grant any proxy previously to any person which conflicts with the proxy granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interestsherein, and SunTrust any attempt to do so shall be void. The power of attorney granted herein is not acting as a fiduciary for durable power of attorney and shall survive the disability or incompetence of such Stockholder. (b) For purposes of this Agreement, “Proxy Term” means the period from the execution of this Agreement until the Termination Date.

Proxy. (a) To fully implement the agreement of the Stockholder by this Agreement does set forth in Section 2.1 above, the Stockholder hereby constitute irrevocably appoints Logitech Subsidiary, its officers and appoint SunTrust, or any nominee of SunTrustdesignees, with full power of substitutionsubstitution (each of Logitech Subsidiary, during its officers and for designees and its substitutes being referred to herein as the Proxy Term"Proxy"), and each of them as Stockholder’s the true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and steadproxy of the Stockholder until the termination of this Agreement, to vote the Securities of all Stockholder Shares on matters as Stockholder’s proxy, at every meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of which such Securities Stockholder is entitled to vote such Securities) or execute its proxy with respect to such Securities at every a meeting of the Company’s stockholders or any adjournment thereof, (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the CompanyCompany or to which such Stockholder is entitled to express consent or dissent to corporate action in writing without a meeting of stockholders, in the Proxy's absolute, sole and binding discretion, on the matters specified in Section 2.1 above. The Stockholder agrees that the Proxy may, prior to the termination of this Agreement, in such Stockholder's name and stead, (i) attend any annual or special meeting of the stockholders of the Company and vote all Stockholder Shares at any such annual or special meeting as to the matters specified in Section 2.1 above, and (ii) execute with respect to all Stockholder Shares any written consent to, or dissent from, corporate action respecting any matter specified in Section 2.1 above. Prior to the termination of this Agreement, the Stockholder agrees to refrain from, without the prior written consent of Logitech Subsidiary, (x) voting the Stockholder Shares of such Stockholder at any annual or special meeting of the stockholders of the Company in any manner inconsistent with the terms of this Agreement, (y) executing any written consent in lieu of a meeting of the stockholders of the Company in any manner inconsistent with the terms of this Agreement, and (z) granting any proxy or otherwiseauthorization to any person with respect to the voting of the Stockholder Shares, except pursuant to this Agreement, or taking any action contrary to or in any manner inconsistent with the terms of this Agreement. The Stockholder intends agrees that this grant of proxy to be and appointment of attorney is irrevocable and coupled with an interest during and agrees that the person designated as Proxy Term and hereby revokes pursuant hereto may at any proxy previously granted by Stockholder with respect time name any other person as its substituted Proxy to its Securities. Stockholder acknowledges thatact pursuant hereto, pursuant either as to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting a specific matter or as a fiduciary for Stockholderto all matters. (b) For purposes of this Agreement, “Proxy Term” means the period from the execution of this Agreement until the Termination Date.

Proxy. (a) Stockholder by By way of execution and delivery of this Agreement does hereby Agreement, each of the Stockholders and the Voting Agent appoint and constitute Parent as its attorney and appoint SunTrust, or any nominee of SunTrust, proxy with full power of substitutionsubstitution and resubstitution, during to the full extent of the Stockholders’ and for the Proxy TermVoting Agent’s voting rights with respect to the Subject Securities (subject to the terms of the Trust Agreement). Upon the execution of this Agreement, as Stockholder’s true all prior proxies given by the Stockholders and lawful the Voting Agent with respect to any of the Subject Securities shall be deemed revoked, and each of the Stockholders and the Voting Agent agrees that no subsequent proxies will be given with respect to any of the Subject Securities. (b) This proxy is irrevocable, is coupled with an interest and is granted in consideration of Parent entering into the Merger Agreement. This proxy will terminate (i) on the Voting Covenant Expiration Date, and (ii) with respect to Unrestricted Shares, upon the date of Transfer to an Unrestricted Transferee. (c) Until the termination of this proxy pursuant to Section 3.2(b), the attorney and irrevocable proxy named above will be empowered, and may exercise this proxy, for and in Stockholder’s name, place and stead, to vote the Subject Securities of Stockholder as Stockholder’s proxy, other than Unrestricted Shares at every any time at any meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s , however called, and in connection with any written action by consent of stockholders or any adjournment thereof, of the Company (if then permitted): (i) for in favor of approval of the Merger, and the adoption and approval of the Merger Agreement and the terms thereof and in favor of each of the other actions contemplated by the Merger (Agreement; and in each case as amended from time to time), favor of any action recommended by the Board of Directors in furtherance of any of the foregoing; and (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, Competing Proposal and (iii) against any other action or agreement that Parent has advised the Stockholders in writing in advance would result in a breach of any representation, warranty, covenant or agreement obligation of the Company contained in the Merger Agreement or that would result in any of impair the conditions to the obligations ability of the Company under to consummate the Merger Agreement not being fulfilledor that would otherwise be inconsistent with, unless SunTrust determines to vote prevent, impede or consent in favor of such action, in delay the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent consummation of the stockholders of Transactions. (d) The Stockholders and the CompanyVoting Agent may vote the Subject Securities on all other matters not referred to in this proxy, in lieu of a meeting or otherwise. Stockholder intends and the attorneys and proxies named above may not exercise this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to such other matters provided that this does not have the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance effect or intent of its own interests, and SunTrust is not acting as a fiduciary for Stockholderfrustrating clause (c) above. (be) For purposes This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of this Agreement, “Proxy Term” means the period from Stockholders and the execution Voting Agent. (f) The Stockholders and the Voting Agent shall not be liable for any breach of this Agreement until arising out of any exercise by Parent of the Termination Dateproxy granted to Parent pursuant to this Section 3.2.

Proxy. Each of Golisano and Wayman hereby agrees that, at any meeting of the stockholders of the ▇▇▇▇▇ny, however called, and at every adjournment thereof, and in any action by written consent of the stockholders of the Company, to (a) Stockholder by this Agreement does hereby constitute and appoint SunTrust, or any nominee of SunTrust, with full power of substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities of Stockholder as Stockholder’s proxy, at every meeting all of the Company’s stockholders shares of Company Stock then owned, beneficially or any adjournment thereof (orof record, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting by him in favor of the Company’s stockholders or any adjournment thereof, (i) for the adoption and approval of the Merger Agreement and as in effect on the date hereof (as such agreement may be amended (1) as contemplated by Section 7.3 of the Merger Agreement or (2) with the consent of such Stockholder) and each of the other transactions contemplated thereby and any action required in each case as amended from time to time)furtherance thereof, (iib) vote such shares against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement, and (c) vote such shares against any Other Transaction or any other action or agreement that, directly or indirectly, is inconsistent with or that would, or is reasonably likely to, directly or indirectly, impede, interfere with or attempt to discourage the Merger or any other transaction contemplated by the Merger Agreement, including, but not limited to (i) any extraordinary corporate transaction (other than the MergerMerger on the terms set forth in the Merger Agreement), such as a merger, consolidation, business combination, tender reorganization recapitalization or exchange offerliquidation involving the Company, reorganization, recapitalization, liquidation, (ii) a sale or transfer of a material amount of the assets or securities of the Company Company, or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action material change in the Company's corporate structure or agreement that would result in business; provided, however, that, if either Golisano or Wayman is a breach of any representation, warranty, covenant or agreement member of the Company contained Board of Directors of the Company, nothing ▇▇▇▇▇n shall be construed to obligate such Stockholder or representative to act in his capacity as a director in any manner which may conflict with such Person's fiduciary duties as a director of the Company. In furtherance of the foregoing, (i) each of Golisano and Wayman hereby appoints Acquiror and the proper officers of Acquiror, ▇▇▇ ▇ach of them, with full power of substitution in the Merger Agreement premises, its proxies to vote all his shares of Company Capital Stock at any meeting, general or that would result in any special, of the conditions to the obligations Stockholders of the Company under the Merger Agreement not being fulfilledCompany, unless SunTrust determines and to vote execute one or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special more written consents or other instruments from time to time in order to take such action without the necessity of a meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders Stockholders of the Company, in lieu accordance with the provisions of a meeting the preceding paragraph and (ii) Acquiror hereby agrees to vote such shares or otherwiseexecute written consents or other instruments in accordance with the provisions of the preceding paragraph. Stockholder intends The proxy and power of attorney granted herein shall be irrevocable during the term of this proxy Agreement, shall be deemed to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes shall revoke all prior proxies granted by such Golisano and Wayman. Each of Golisano and Wayman shall not grant any proxy previously to any ▇▇▇▇▇n which conflicts with ▇▇▇ ▇▇oxy granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interestsherein, and SunTrust any attempt to do so shall be void. The power of attorney granted herein is not acting as a fiduciary for durable power of attorney and shall survive the disability or incompetence of such Stockholder. (b) For purposes of this Agreement, “Proxy Term” means the period from the execution of this Agreement until the Termination Date.

Proxy. (a) 2.1 Each Stockholder by this Agreement does hereby constitute and appoint SunTrustParent, or any nominee of SunTrustParent, with full power of substitution, during and for the Proxy TermTerm (as hereinafter defined), as such Stockholder’s 's true and lawful attorney and irrevocable proxy, for and in such Stockholder’s 's name, place and stead, to vote the Securities each of Stockholder such Shares as such Stockholder’s 's proxy, at every meeting of the Company’s stockholders Company Stockholders or any adjournment thereof (or in connection with any written consent of the Company Stockholders, or, as applicable, to instruct and direct DTC, Bear ▇▇▇▇▇▇▇, Credit Suisse First Boston or any other holder of record of such Securities the Shares to vote such Securities) its Shares or execute its proxy with respect to such Securities Shares at every meeting of the Company’s stockholders Company Stockholders or any adjournment thereofthereof or in connection with any written consent of the Company Stockholders, (i) for in favor of adoption of the adoption and Merger Agreement, approval of the Merger Agreement and any other action of the Merger (Company Stockholders requested in each case as amended from time to time), furtherance thereof; (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender action or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities agreement submitted for approval of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement Stockholders that would reasonably be expected to result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or that would result of such Stockholder contained in this Agreement; and (iii) against any of the conditions Acquisition Proposal or any other action, agreement or transaction submitted for approval to the obligations Company Stockholders that is intended, or could reasonably be expected, to impede, interfere or be inconsistent with, delay, postpone, discourage or adversely affect the Merger or this Agreement, including: (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries (other than the Merger); (B) a sale, lease or transfer of a material amount of assets of the Company under or any of its Subsidiaries or a reorganization, recapitalization or liquidation of the Merger Agreement not being fulfilledCompany or any of its Subsidiaries; (C) a material change in the policies or management of the Company; (D) an election of new members to the board of directors of the Company, unless SunTrust determines except where the vote is cast in favor of the nominees of a majority of the existing directors; (E) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company Certificate of Incorporation or Company Bylaws; or (F) any other material change in the Company's corporate structure or business, unless, with respect to any of (A) through (F) above, Parent shall determine to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwiseactions. Each Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by such Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote such Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder's Shares. (b) 2.2 For purposes of this Agreement, “"Proxy Term” means " shall mean the period from the execution of this Agreement thisAgreement until the Termination Dateearlier of (i) the date on which the Merger Agreement is terminated in accordance with its terms or (ii) the Effective Time.

Proxy. (a) Stockholder by this Agreement does Each of the Principal Stockholders hereby constitute irrevocably grants to and appoint SunTrustappoints Guy L. Harrell, or any nominee of SunTrust, with full power of substitution, during and for the Proxy Term, in his capacity as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities of Stockholder as Stockholder’s proxy, at every meeting an officer of the Company’s stockholders or any adjournment thereof , with fu▇▇ ▇▇▇▇▇ ▇▇ ▇▇bstitution (orsuch individual and his substitutes each being referred to herein as the "Proxy"), as applicable, to instruct attorney and direct any holder of record of such Securities proxy to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, (i) for all Shares on all matters regarding the adoption and approval implementation of the Merger Agreement Share Amendment and the Merger Company's 2002 Stock Option (in each case as amended from time to time), (iithe "2002 Plan") against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiariesPlan, including, but not limited towithout limitation, the filing of an Information Statement on Schedule 14C regarding the adoption of the Share Amendment and the 2002 Plan and any Alternative Transactionfiling of a registration statement on Form S-8 registering the Common Stock to be issued under the 2002 Plan, unless SunTrust determines with the Securities and Exchange Commission (the "SEC"), as to which the Principal Stockholders are entitled to vote or consent in favor at a meeting of such action, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent all of the stockholders of the Company, or to which the Principal Stockholders are entitled to express consent to corporate action in writing without a meeting, in the Proxy's absolute, sole and binding discretion. The Principal Stockholders agree that the Proxy may, in the Principal Stockholders names and stead, (i) attend any annual or special meeting of the stockholders of the Company and vote all Shares on all matters regarding the Share Amendment and the 2002 Plan, and (ii) execute with respect to all Shares any written consent to corporate action respecting any matter regarding the Share Amendment and the 2002 Plan to which the stockholders of the Company are entitled to express such consent without a meeting. With respect to any matter regarding the Share Amendment and the 2002 Plan, the Principal Stockholders agree to refrain from (a) voting at any annual or special meeting of the stockholders of the Company, (b) executing any written consent in lieu of a meeting of the stockholders of the Company, (c) exercising any rights of dissent with respect to the Shares, and (d) granting any proxy or otherwiseauthorization to any person with respect to the voting of the Shares, except pursuant to this Agreement, or taking any action contrary to or in any manner inconsistent with the terms of this Agreement. Stockholder intends The Principal Stockholders agree that this grant of proxy pursuant to be this Section 1(b) is irrevocable and coupled with an interest during and agrees that the persons designated as the Proxy Term pursuant hereto may at any time name any other person who is an officer of the Company as a substituted Proxy hereunder to act pursuant hereto, either as to a specific matter or as to all matters. The Principal Stockholders further agree to execute all additional writings, consents and authorizations as may be reasonably requested by the Proxy in writing to evidence the powers granted to the Proxy hereby revokes or to enable the Proxy to exercise those powers. The Principal Stockholders hereby revoke any proxy previously granted by Stockholder them with respect to its Securitiesthe Shares. Stockholder acknowledges thatThe Principal Stockholders affirm that the grant of proxy set forth in this Section 1(b) is given, pursuant to the authority hereby granted under the irrevocable proxyin part, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder. (b) For purposes of this Agreement, “Proxy Term” means the period from connection with the execution of the Purchase Agreement, and that such proxy is given to secure the performance of the duties of the Principal Stockholders under this Agreement until the Termination DateAgreement.

Proxy. Each Shareholder hereby irrevocably appoints Parent and Sub (a) Stockholder by this Agreement does hereby constitute and appoint SunTrust, or any nominee of SunTrusteither Parent or Sub) and each of them, with full power of substitution and re-substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities of Stockholder as Stockholder’s proxy, at every meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, (i) as proxies for such Shareholder to vote all of his Shares for and in the adoption name, place, and stead of such Shareholder at any meeting of the holders of Common Stock or any adjournments or postponements thereof or pursuant to any consent in lieu of a meeting, or otherwise, with respect only to the approval of this Agreement, the Merger Agreement, the Offer, the transactions contemplated by the Merger Agreement, any matters related to or in connection with the Merger and any corporate action, the consummation of which would violate, frustrate the purposes of, prevent or delay the consummation of the transactions contemplated by the Merger Agreement and (including, without limitation, any proposal to amend the Merger (in each case as amended from time to time), (ii) against Articles of Incorporation or By-laws of the Company or approve any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combinationsale or purchase of any assets, tender issuance of Common Stock or exchange offerany other equity security of the Company (or a security convertible into an equity security of the Company), reorganization, recapitalization, liquidation, sale winding up of or transfer of a material amount of the assets or securities of by the Company or any of its subsidiaries (other than pursuant to the Mergersimilar transaction) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iiiii) against any as his true and lawful attorneys-in-fact to execute one or more consents or other action or agreement that would result instruments from time to time in order to take such actions informally without notice of a breach of any representation, warranty, covenant or agreement meeting of the Company contained shareholders of the Company; provided, however, that in the event that the Unaffiliated Directors (as defined in the Merger Agreement Agreement) (or that would result in any committee designated thereby) shall withdraw, or propose publicly to withdraw, the approval or recommendation by such Unaffiliated Directors or such committee of the conditions to the obligations of the Company under Offer, the Merger or Merger Agreement not being fulfilled, unless SunTrust determines to vote (or consent in favor of such action, in the case of each clauses (iany transaction contemplated thereby), such appointment of Parent and Sub as proxies shall become immediately revocable. Each Shareholder agrees that the foregoing proxy and power- of-attorney granted to Parent and Sub (iiand their respective nominees) in this subsection shall be irrevocable during the term of this Agreement and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy shall be deemed to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes interest. Each Shareholder represents that any proxy previously granted by Stockholder with proxies heretofore given in respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s of his Shares in furtherance of its own interestsare not irrevocable, and SunTrust is not acting as a fiduciary for Stockholderthat such proxies are hereby revoked. (b) For purposes of this Agreement, “Proxy Term” means the period from the execution of this Agreement until the Termination Date.

Proxy. (a) Stockholder by this Agreement does Each Securityholder hereby constitute and appoint SunTrust, or any nominee of SunTrust, with full power of substitutionagrees that, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities ----- term of Stockholder as Stockholder’s proxythis Agreement, at every any meeting of the stockholders of Company’s stockholders or any adjournment thereof (or, as applicablehowever called, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, and in any action by written consent of the stockholders of Company, to (i) for vote all of the shares of Company Common Stock then owned by such Securityholder in favor of the adoption and approval of the Merger Agreement and as in effect on the date hereof (as such agreement may be amended (A) as contemplated by Section 8.3 of the Merger Agreement or (B) with the consent of such Securityholder) and each of the other transactions contemplated thereby and any action required in each case as amended from time to time)furtherance thereof, (ii) vote such shares against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of Company under the Merger Agreement, and (iii) vote such shares against any Acquisition Proposal or any other action or agreement that, directly or indirectly, is inconsistent with or that would, or is reasonably likely to, directly or indirectly, impede, interfere with or attempt to discourage the Merger or any other transaction contemplated by the Merger Agreement, including but not limited to (I) any extraordinary corporate transaction (other than the MergerMerger on the terms set forth in the Merger Agreement), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalizationrecapitalization or liquidation involving Company or any of its Subsidiaries, liquidation, (II) a sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries Subsidiaries, (other than pursuant to the MergerIII) or any other change redemption of control involving the securities of Company or any of its subsidiariesSubsidiaries, includingor (IV) any material change in Company's capitalization, but not limited tocorporate structure or business; provided, any Alternative Transactionhowever, unless SunTrust determines to vote or consent in favor -------- ------- that, if a Representative of such actionSecurityholder is a director of Company, and (iii) against any other action or agreement that would result nothing herein shall be construed to obligate such Representative to act in such Representative's capacity as a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result director in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of manner which conflicts with such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting Person's fiduciary duties as a fiduciary for Stockholderdirector of Company. (b) For purposes In furtherance of the foregoing, (i) each Securityholder hereby appoints Childs and the proper officers of Childs and its general partners, and each of them, with full power of substitution in the premises, its proxies to vote all such Securityholder's shares of Company Common Stock now or hereafter owned beneficially or of record by such Securityholder at any meeting, general or special, of the stockholders of Company, and to execute one or more written consents or other instruments from time to time in order to take such action without the necessity of a meeting of the stockholders of Company, in accordance with the provisions of the preceding paragraph and (ii) Childs hereby agrees to vote such shares or execute written consents or other instruments in accordance with the provisions of the preceding paragraph. (c) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, “Proxy Term” means shall be deemed to be coupled with an interest and shall revoke all prior proxies granted by such Securityholder. Such Securityholder shall not grant any proxy to any person which conflicts with the period from proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the execution disability or incompetence of this Agreement until the Termination Datesuch Securityholder.

Proxy. (a) Stockholder by this Agreement does Each Securityholder hereby constitute and appoint SunTrust, or any nominee of SunTrust, with full power of substitutionagrees that, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities term of Stockholder as Stockholder’s proxythis Agreement, at every any meeting of the stockholders of Company’s stockholders or any adjournment thereof (or, as applicablehowever called, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, and in any action by written consent of the stockholders of Company, to (i) for vote all of the shares of Company Common Stock then owned by such Securityholder in favor of the adoption and approval of the Merger Agreement as in effect on the date hereof (as such agreement may be amended) and each of the Merger (other transactions contemplated thereby and any action required in each case as amended from time to time)furtherance thereof, (ii) vote such shares against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of Company under the Merger Agreement, and (iii) vote such shares against any Other Transaction or any other action or agreement that, directly or indirectly, is inconsistent with or that would, or is reasonably likely to, directly or indirectly, impede, interfere with or attempt to discourage the Merger or any other transaction contemplated by the Merger Agreement, including but not limited to (I) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalizationrecapitalization or liquidation involving Company or any of its Subsidiaries, liquidation, (II) a sale or transfer of a material amount of the assets or of Company and its Subsidiaries taken as a whole, (III) any redemption of securities of the Company Company, or (IV) any material change in Company's capitalization, corporate structure or business; provided, however, that, if such Securityholder is a director of its subsidiaries (other than pursuant Company, nothing herein shall be construed to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines obligate such Securityholder to vote or consent act in favor of such action, and (iii) against any other action or agreement that would result in his capacity as a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result director in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of manner which conflicts with such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting Person's fiduciary duties as a fiduciary for Stockholderdirector of Company. (b) For purposes In furtherance of the foregoing, (i) each Securityholder hereby appoints Parent and the proper officers of Parent, and each of them, with full power of substitution in the premises, its proxies to vote all such Securityholder's shares of Company Common Stock now or hereafter owned beneficially or of record by such Securityholder at any meeting, general or special, of the stockholders of Company, and to execute one or more written consents or other instruments from time to time in order to take such action without the necessity of a meeting of the stockholders of Company, in accordance with the provisions of the preceding paragraph and (ii) Parent hereby agrees to vote such shares or execute written consents or other instruments in accordance with the provisions of the preceding paragraph. (c) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, “Proxy Term” means shall be deemed to be coupled with an interest and shall revoke all prior agreements to vote and proxies granted by such Securityholder. Such Securityholder shall not grant any proxy to any person which conflicts with the period from proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the execution disability or incompetence of this Agreement until the Termination Datesuch Securityholder.

Proxy. (a) Stockholder by this Agreement does Each Securityholder hereby constitute and appoint SunTrust, or any nominee of SunTrust, with full power of substitutionagrees that, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities term of Stockholder as Stockholder’s proxythis Agreement, at every any meeting of the stockholders of Company’s stockholders or any adjournment thereof (or, as applicablehowever called, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, and in any action by written consent of the stockholders of Company, to (i) for vote all of the shares of Company Common Stock then owned by such Securityholder in favor of the adoption and approval of the Merger Agreement and as in effect on the date hereof (as the Merger Agreement may be amended (A) as contemplated by Section 10.3 of the Merger Agreement or (B) with the consent of such Securityholder) and each of the other transactions contemplated thereby and any action required in each case as amended from time to time)furtherance thereof, (ii) vote such shares against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of Company under the Merger Agreement, and (iii) vote such shares against any Acquisition Proposal, Alternative Transaction or any other action or agreement that, directly or indirectly, is inconsistent with or that would, or is reasonably likely to, directly or indirectly, impede, interfere with or attempt to discourage the Offer or the Merger or any other transaction contemplated by the Merger Agreement, including but not limited to (I) any extraordinary corporate transaction (other than the MergerOffer and the Merger on the terms set forth in the Merger Agreement), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalizationrecapitalization or liquidation involving Company or any of its Subsidiaries, liquidation, (II) a sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries Subsidiaries, (other than pursuant to the MergerIII) or any other change redemption of control involving the securities of Company or any of its subsidiariesSubsidiaries, includingor (IV) any material change in Company's capitalization, but not limited tocorporate structure or business; provided, any Alternative Transactionhowever, unless SunTrust determines that, if such Securityholder is a director or officer of Company, nothing herein shall be construed to vote obligate such Securityholder to act, in such Securityholder's capacity as a director or consent in favor of such actionofficer, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of manner which conflicts with such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting Person's fiduciary duties as a fiduciary for Stockholderdirector or officer of Company. (b) For purposes In furtherance of the foregoing, (i) each Securityholder hereby appoints Acquiror Parent and the officer of Acquiror Parent, and each of them, with full power or substitution in the premises, its proxies to vote all such Securityholder's shares of Company Common Stock now or hereafter owned beneficially or of record by such Securityholder at any meeting, general or special, of the stockholders of Company, and to execute one or more (c) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, “Proxy Term” means shall be deemed to be coupled with an interest and shall revoke all prior proxies granted by such Securityholder. Such Securityholder shall not grant any proxy to any person which conflicts with the period from proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the execution disability or incompetence of this Agreement until the Termination Datesuch Securityholder.

Proxy. (a) Stockholder by this Agreement does Each of the Principal Stockholders hereby constitute irrevocably grants to and appoint SunTrust, or any nominee appoints Pierre Belanger and Helene Belange▇ ▇▇ ▇▇▇▇▇r of SunTrust▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇espective capacities as officers of Grantee, with full power of substitution, during substitution (such individuals and for their substitutes each being referred to herein as the Proxy Term"Proxy"), as Stockholder’s true attorneys and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, proxies to vote all Shares on all matters regarding the Securities of Stockholder Merger and the transactions contemplated thereby or any alternate Acquisition Proposal as Stockholder’s proxy, to which the Principal Stockholders are entitled to vote at every a meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent all of the stockholders of the Company, or to which the Principal Stockholders are entitled to express consent or dissent to corporate action in writing without a meeting, in the Proxy's absolute, sole and binding discretion. The Principal Stockholders agree that the Proxy may, in the Principal Stockholders names and stead, (i) attend any annual or special meeting of the stockholders of the Company and vote all Shares on all matters regarding the Merger and the transactions contemplated thereby or any alternate Acquisition Proposal at any such annual or special meeting, and (ii) execute with respect to all Shares any written consent to, or dissent from, corporate action respecting any matter regarding the Merger and the transactions contemplated thereby or any alternate Acquisition Proposal to which the stockholders of the Company are entitled to express such consent or dissent without a meeting. With respect to any matter regarding the Merger and the transactions contemplated thereby or any alternate Acquisition Proposal, the Principal Stockholders agree to refrain from (a) voting at any annual or special meeting of the stockholders of the Company, (b) executing any written consent in lieu of a meeting of the stockholders of the Company, (c) exercising any rights of dissent with respect to the Shares, and (d) granting any proxy or otherwiseauthorization to any person with respect to the voting of the Shares, except pursuant to this Agreement, or taking any action contrary to or in any manner inconsistent with the terms of this Agreement. Stockholder intends The Principal Stockholders agree that this grant of proxy pursuant to be this Section 2(b) is irrevocable and coupled with an interest during and agrees that the persons designated as the Proxy Term pursuant hereto may at any time name any other person who is an officer of Grantee as a substituted Proxy hereunder to act pursuant hereto, either as to a specific matter or as to all matters. The Principal Stockholders further agree to execute all additional writings, consents and authorizations as may be reasonably requested by the Proxy in writing to evidence the powers granted to the Proxy hereby revokes or to enable the Proxy to exercise those powers. The Principal Stockholders hereby revoke any proxy previously granted by Stockholder them with respect to its Securitiesthe Shares. Stockholder acknowledges that, pursuant to The Principal Stockholders affirm that the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares grant of proxy set forth in furtherance of its own interests, and SunTrust this Section 2(b) is not acting as a fiduciary for Stockholder. (b) For purposes of this Agreement, “Proxy Term” means the period from given in connection with the execution of the Merger Agreement, and that such proxy is given to secure the performance of the duties of the Principal Stockholders under this Agreement until the Termination DateAgreement.

Proxy. (a) Each Stockholder by this Agreement does hereby constitute and appoint SunTrustirrevocably appoints Jack ▇. ▇▇▇▇▇▇, or any nominee of SunTrust, with ("Bini▇▇") ▇ith full power of substitution, during and for the Proxy Term, as such Stockholder’s 's true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, proxy to vote the Securities of Stockholder as Stockholder’s proxy, at every meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy otherwise act with respect to all of such Securities Stockholder's Shares of which such Stockholder is now or hereafter the record owner at every meeting all annual, special and other meetings of stockholders of the Company’s stockholders or Corporation, and at any adjournment adjournments thereof, with like effect and as if the undersigned were personally present and voting, upon the following matters: (i) for the adoption and In favor of approval of an agreement pursuant to which the Merger Agreement Corporation shall acquire all of the outstanding shares of common stock of each of Empress Casino Joliet Corporation and the Merger (Empress Casino Hamm▇▇▇ ▇▇▇poration, and any actions, agreements or other documents required in each case as amended from time to time), furtherance thereof; (ii) against Against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach in any respect of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement Corporation or that would result in any subsidiary of the conditions Corporation under any agreement pursuant to which the obligations Corporation shall acquire all of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor outstanding shares of such action, in the case common stock of each clauses (i), (ii) of Empress Casino Joliet Corporation and Empress Casino Hamm▇▇▇ ▇▇▇poration; and (iii) at any annual, special or other meeting For the election of three (or at any adjournment thereof3) or in connection with any action or consent nominees of the stockholders holders of a majority of the Company, in lieu Bini▇▇ ▇▇▇res to serve as directors on the Corporation's board of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholderdirectors. (b) For purposes Each Stockholder understands and agrees that the appointment and proxy of Jack ▇. ▇▇▇▇▇▇ ▇▇ Section 4(a) relates to all voting rights (whether limited, fixed or contingent) with respect to the all Shares from time to time owned by such Stockholder and does not relate to any other right incident to such Stockholder's ownership of Shares (including, without limitation, the right to receive dividends and other distributions on those Shares). (c) The rights of Bini▇▇ ▇▇▇h respect to any Stockholder under this Agreement, “Article IV shall terminate and the Proxy Term” means the period from granted by such Stockholder pursuant to this Article IV shall be void and of no further force and effect at such time as this Agreement is terminated pursuant to 8.19 hereof. (d) The appointment of proxies specified in Section 4(a) shall become effective upon the execution and delivery of this Agreement until and shall terminate upon the Termination Datesale, exchange or other legal disposition of all of such Stockholder's legal and beneficial right, title and interest in and to all Shares to a party that is not an Affiliate of such Stockholder. (e) Each Stockholder acknowledges that Bini▇▇ ▇▇▇ exercise the proxies provided for in Section 4.1(a) at any time, from time to time, in his sole discretion, without notice to the Stockholders with respect to any matter specified in Section 4.1(a) that is to be voted on by the Stockholders of the Corporation. Each Stockholder hereby agrees to take any and all action, and to execute and deliver such documents, as requested by Bini▇▇ ▇▇ assure that the proxies are, and at all times remain, irrevocable, enforceable and exercisable by Bini▇▇ ▇▇▇suant to applicable law and in accordance with their terms. The Corporation hereby agrees that any stockholder action attempted to be taken by any Stockholder in violation of this Article IV shall be void and the Corporation shall not execute any documents or record any such attempted action. (f) Except as expressly provided in Section 4(d), this proxy is irrevocable and constitutes a power coupled with an interest for all purposes, including for purposes of Section 212 of the General Corporation Law of the State of Delaware.

Proxy. Each Stockholder hereby irrevocably grants to and appoints Buyer and Assets Buyer (a) Stockholder and each officer of Buyer and Assets Buyer designated by this Agreement does hereby constitute Buyer and appoint SunTrustAssets Buyer), or any nominee of SunTrust, the Stockholder's proxy and attorney-in-fact (with full power of substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy), for and in Stockholder’s the name, place and steadstead of the Stockholder, to vote the Securities of Stockholder as Stockholder’s proxy, at every a meeting of stockholders (or cause to be voted at a meeting of stockholders) all of the Company’s stockholders CPI Shares owned by the Stockholder (and any and all securities issued or any adjournment thereof (orissuable in respect thereof), or as applicableto which the Stockholder has voting control, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy solely with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereofmatters set forth below, (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of CPI, and at any adjournment or adjournments thereof: (i) in favor of the Company, in lieu approval of a meeting or otherwise. Stockholder intends this proxy to be irrevocable the CPI Merger and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted other transactions contemplated by Stockholder with respect to its Securities. Stockholder acknowledges that, the Merger Agreement (including the transactions pursuant to the authority hereby granted under Asset Purchase Agreement) and in favor of the irrevocable proxyapproval and adoption of the Merger Agreement, SunTrust may vote Stockholder’s Shares and all actions required in furtherance thereof if and only if such matter is put to a vote of its own interests, the Stockholders of CPI in their capacity as such (and SunTrust is not acting as in no event shall this Agreement extend to a fiduciary for vote of any shares of the stock of the Company held directly or indirectly by any such Stockholder.); (bii) For purposes in favor of the approval of the Assets Purchase and the other transactions contemplated by the Asset Purchase Agreement and all actions required in furtherance thereof if and only if such matter is put to a vote of the Stockholders of CPI in their capacity as such (and in no event shall this Agreement extend to a vote of any shares of the stock of the Company held directly or indirectly by any such Stockholder); (iii) against any merger, reorganization, share exchange, consolidation, purchase, sale of a material portion of the assets or similar transaction involving CPI (other than (A) the CPI Merger and the transactions contemplated by the Merger Agreement and (B) any Substitute Merger Agreement and any Substitute Merger); and (iv) against any amendment of CPI's Certificate of Incorporation or Bylaws which amendment would in any manner prevent or materially impede, interfere with or delay the Company Merger, the CPI Merger, the Merger Agreement, “Proxy Term” means the period from Assets Purchase, the execution Asset Purchase Agreement or any of this the transactions contemplated thereby (it being understood that the Recapitalization Amendment as contemplated by the Merger Agreement until shall not be deemed to prevent or materially impede, interfere with or delay the Termination DateCompany Merger, the CPI Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement).